F-3

As filed with the Securities and Exchange Commission on April 21, 2005

File No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Manulife Financial Corporation (Exact name of each Registrant as
specified in its charter) John Hancock Life Insurance Company

Canada	(State or other jurisdiction of incorporation or organization)	Massachusetts
98-0361647	(I.R.S. Employer Identification No.)	04-1414660
200 Bloor Street East Toronto, Ontario, Canada, M4W 1E5 (416) 926-3000	(Address and telephone number of each Registrant’s principal executive offices)	John Hancock Place Boston, Massachusetts 02116 (617) 572-6000
Scott A. Lively, Esq. John Hancock Life Insurance Company John Hancock Place Boston, Massachusetts 02116 (617) 572-6000	(Name, address and telephone number of agent for service)	James E. Enterkin, Jr., Esq. John Hancock Life Insurance Company John Hancock Place Boston, Massachusetts 02116 (617) 572-6000

Copies to:

Michael L. Fantozzi, Esq. R. Mark Chamberlin, Esq. Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C. One Financial Center Boston, Massachusetts 02111 (617) 542-6000 Andrew J. Beck, Esq. Torys LLP 237 Park Avenue New York, New York 10017 (212) 880-6000 Richard A. Lococo, Esq. Manulife Financial Corporation 200 Bloor Street East Toronto, Ontario, Canada, M4W 1E5 (416) 926-3000 William M. Rustum, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered (1)		Proposed maximum aggregate price per security (2)		Proposed maximum aggregate offering price (2)		Amount of registration fee (3)
John Hancock Life Insurance Company SignatureNotesSM	$	2,500,000,000	100	%	100	%	$	294,250
Subordinated guarantees of John Hancock Life Insurance Company SignatureNotesSM (4)								None

(1) An indeterminate number or amount of John Hancock Life Insurance Company SignatureNotes^SM that may from time to time be issued at indeterminate prices, in U.S. dollars. In no event will the aggregate maximum offering price of all SignatureNotes^SM issued pursuant to this Registration Statement exceed $2,500,000,000, or if any SignatureNotes^SM are issued with an original issue discount, such greater amount as shall result in an aggregate offering price not to exceed $2,500,000,000.

(2) Estimated solely for the purpose of determining the amount of the registration fee.

(3) Pursuant to Rule 457(p) under the Securities Act of 1933, as amended (the “Securities Act”), the amount of the registration fee is being offset by $125,000, which represents the dollar amount of the registration fee previously paid by John Hancock Financial Services, Inc., John Hancock Capital Trust I and John Hancock Capital Trust II with respect to $500,000,000 of unsold securities previously registered on such issuers’ Registration Statement on Form S-3 (File No. 333-62668), filed on June 8, 2001 with respect to which the offering has been terminated. Accordingly, the adjusted registration fee for this Form F-3 is $169,250. Pursuant to Rule 457(n) under the Securities Act, no separate fee for the subordinated guarantees is payable.

(4) The subordinated guarantees issued by Manulife Financial Corporation being registered hereon are being sold without separate consideration.

The Registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated April 21, 2005

PRELIMINARY PROSPECTUS

U.S. $2,500,000,000

John Hancock Life Insurance Company

SignatureNotes^SM Offered on or after             , 2005 (the effective date of the registration statement to which this prospectus relates)

With Maturities of Twelve Months or More from Date of Issue

Guaranteed as described herein by

Manulife Financial Corporation

We plan to offer and sell notes with various terms, which may include the following:

•   maturity of twelve months or more from the date of issue;

•   interest at a fixed or floating rate;

•   floating interest rates based on one or more of the following indices, plus or minus a spread: CD Rate, CMT Rate, CP Rate, Federal Funds Rate, LIBOR, Prime Rate, Treasury Rate, Consumer Price Index Adjusted Rate or such other interest basis or interest rate formula as may be specified in the applicable pricing supplement;

•   interest payment dates at monthly, quarterly, semi-annual or annual intervals;

•   book-entry form (through The Depository Trust Company);

•   minimum denominations of $1,000 or integral multiples of $1,000; and

•   redemption and/or repayment provisions.

Our payment obligations under the notes will be fully and unconditionally guaranteed by a subordinated guarantee of Manulife Financial Corporation, a Canadian corporation and our indirect parent.

We will specify the final terms for each note, and all other information permitted to be omitted from this prospectus under relevant securities laws, in the applicable pricing supplement that will be delivered to purchasers together with this prospectus. The final terms of each note may be different from the terms described in this prospectus. You must pay for the notes by delivering the purchase price to an agent, unless you make other payment arrangements.

Investing in the notes involves certain risks, including the risk that, due to the absence of an established secondary trading market, notes may have to be held to maturity. See “ Risk Factors” on page 9.

We may sell notes to the agents as principal for resale at varying or fixed offering prices or through the agents as agent using their reasonable best efforts on our behalf. If we sell all of the notes to or through the agents, we expect to receive aggregate proceeds of between $2,500,000,000 and $2,375,000,000, after paying the agents’ discounts and commissions of between zero dollars ($0) and $125,000,000. We may also sell notes on our own behalf without the assistance of the agents.

^SMService mark of John Hancock Life Insurance Company

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

You should be aware that owning these securities may have tax consequences both in the United States and Canada. This prospectus and any applicable prospectus supplement or pricing supplement may not describe these tax consequences fully. You should read the tax discussion contained in this prospectus and in any applicable prospectus supplement or pricing supplement.

Your ability to enforce civil liabilities under U.S. federal securities laws may be affected adversely by the fact that Manulife Financial Corporation is organized under the laws of Canada, most of its officers and directors and some of the experts named in this prospectus are residents of Canada, and a substantial portion of its assets are located outside the United States.

There is no market through which these securities may be sold and purchasers may not be able to resell securities purchased under this prospectus.

ABN AMRO FINANCIAL SERVICES, INC.

A.G. EDWARDS

BANC OF AMERICA SECURITIES, LLC

CHARLES SCHWAB & CO., INC.

CITIGROUP

MERRILL LYNCH & CO.

MORGAN STANLEY

NATIONAL FINANCIAL MARKETS GROUP,

a division of National Financial Services LLC

RBC DAIN RAUSCHER, INC.

UBS FINANCIAL SERVICES INC.

WACHOVIA SECURITIES, LLC

WM FINANCIAL SERVICES, INC.

            , 2005

TABLE OF CONTENTS

Notice to Residents of California	1
About This Prospectus	1
Summary	3
Risk Factors	9
Where You Can Find More Information	16
Accounting Treatment	19
Description of John Hancock Life Insurance Company	20
Description of Manulife Financial Corporation	20
Use of Proceeds	21
Description of Notes	21
General	21
Glossary	23
Book-Entry; Delivery and Form	24
Global Clearance and Settlement Procedures	27
Payment of Principal and Interest	28
Redemption	30
Repayment Upon Death—Rights and Limitations under the Survivor’s Option	31
Beneficial Owner for Purposes of the Survivor’s Option	33
How to Exercise the Survivor’s Option	33
Payment of Additional Amounts	34
Redemption For Tax Reasons	36
Subordinated Guarantee	37
Additional Terms for Floating Rate Notes	37
Interest Accrual and Payments	38

Interest Rate Determinations	39
Interest Reset Periods and Interest Reset Dates	40
Maximum and Minimum Interest Rates	41
Calculation Agent	41
Certain Definitions	42
Additional Terms for Notes with Interest Rate Based on CPI	50
Calculation of the Interest Rate Based on CPI	50
Consumer Price Index	51
Accrual and Payment of Interest	53
Description of the Subordinated Guarantee	53
United States Federal Taxation	55
General	55
Tax Consequences to U.S. Holders	56
Tax Consequences to Non-United States Persons	61
Covenants	63
Limitation on Secured Indebtedness	63
Consolidation, Merger or Sale of Assets	65
Modification of the Indenture	66
Defeasance and Covenant Defeasance	67
Events of Default	68
The Trustee	69
The Paying Agent	69
Plan of Distribution	69
Legal Opinions	71
Experts	71
Enforcement of Judgments	73

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NOTICE TO RESIDENTS OF CALIFORNIA

John Hancock Life Insurance Company is licensed and conducts insurance business in all 50 states, the District of Columbia, Puerto Rico and certain other jurisdictions. Consequently, we are regulated by insurance regulators in each such jurisdiction. A number of states in the United States, including California, require regulated insurance companies to obtain a permit from the insurance regulatory authority of that state prior to offering, selling or issuing securities in the state. We have applied for, and received, permits to offer, sell and issue our securities from insurance regulators in each such state except California. Unless and until an appropriate order from the California Department of Insurance is received, no offers to sell notes in California will be made, and no offers to purchase notes from residents of California will be accepted.

ABOUT THIS PROSPECTUS

In this prospectus and in any prospectus supplement, unless otherwise specified or the context otherwise requires, references to “JHLIC,” “we,” “our,” “ours” and “us” refer to John Hancock Life Insurance Company and its subsidiaries, references to “JHFS” refer to John Hancock Financial Services, Inc. and references to “MFC” refer to Manulife Financial Corporation. Unless otherwise specified, all dollar amounts contained in this prospectus and in any prospectus supplement are expressed in U.S. dollars, and references to “dollars” or “$” are to U.S. dollars and all references to “Cdn$” are to Canadian dollars. JHLIC and JHFS financial information included and incorporated by reference in this prospectus or included in any prospectus supplement is prepared using generally accepted accounting principles in the United States, which we refer to as “U.S. GAAP”. Unless otherwise specified, MFC financial information included and incorporated by reference in this prospectus or included in any prospectus supplement is prepared using generally accepted accounting principles in Canada, which we refer to as “Canadian GAAP”.

This prospectus is part of a joint registration statement on Form F-3 that MFC and JHLIC filed with the U.S. Securities and Exchange Commission (“SEC”) relating to the notes. Under the registration statement, JHLIC may, from time to time, sell the notes described in this prospectus during the period that this prospectus (including any amendments hereto) remains effective pursuant to applicable securities laws, in one or more offerings up to an aggregate principal amount of $2,500,000,000. This prospectus provides you with a general description of the notes that JHLIC may offer. Each time that JHLIC sells notes under the registration statement, it will provide a pricing supplement that will contain specific information about the terms of that specific offering of notes.

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The pricing supplement (and any applicable prospectus supplement) may also add, update or change information contained in this prospectus. Before you invest, you should read both this prospectus and any applicable prospectus supplement together with additional information described under the heading “Where You Can Find More Information”.

MFC prepares its consolidated financial statements in accordance with Canadian GAAP, which differs from U.S. GAAP. While MFC reconciles its consolidated financial statements to U.S. GAAP to the extent required by applicable SEC rules and guidelines, MFC’s consolidated financial statements incorporated by reference in this prospectus, in any applicable prospectus supplement and in the documents incorporated by reference in this prospectus may not be comparable to financial statements prepared in accordance with U.S. GAAP. You should refer to note 23 to MFC’s annual audited consolidated financial statements as at and for the year ended December 31, 2004 on Form 40-F/A filed on April 21, 2005 and to note 17 to MFC’s annual audited consolidated financial statements as at and for the year ended December 31, 2003 on Form 40-F/A filed on April 21, 2005 for a discussion of the principal differences between MFC’s financial results calculated under Canadian GAAP and under U.S. GAAP.

This prospectus does not contain all of the information contained in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. You should refer to the registration statement and the exhibits to the registration statement for further information with respect to the notes and us. See “Accounting Treatment.”

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SUMMARY

You should read the more detailed information appearing elsewhere in this prospectus or any accompanying prospectus supplement.

Issuer	John Hancock Life Insurance Company, John Hancock Place, Boston, Massachusetts, 02116 (Tel. No. 617-572-6000).
Guarantor	Manulife Financial Corporation.
Purchasing Agent	ABN AMRO Financial Services, Inc.
Title	SignatureNotes offered on or after             , 2005 (the effective date of the registration statement to which this prospectus relates), which we refer to as the notes. This program commenced in 2002.
Amount	Up to $2,500,000,000 aggregate initial offering price.
Denomination	Unless otherwise specified in the applicable pricing supplement, we will issue and sell notes in denominations of $1,000 and any integral multiple of $1,000.
Ranking	The notes will be senior notes, ranking equally with all of our other unsecured, unsubordinated debt. The notes will not be secured by any collateral. Our aggregate outstanding debt (including the debt of our consolidated subsidiaries) as of December 31, 2004 was $3,094 million, of which $517 million was Surplus Notes that we issued. Surplus Notes are subordinated debt. As of December 31, 2004, the outstanding principal amount of our subsidiaries’ debt was approximately $177 million. If one of these subsidiaries became insolvent, that subsidiary might not be able to provide us funds to pay interest and principal on the notes. As of December 31, 2004, we had no outstanding debt that would be senior to or rank equally with the notes, except for previously issued SignatureNotes. The subordinated guarantee of MFC applicable to the notes will constitute an unsecured obligation of MFC as guarantor, and will be subordinated in right of payment to the prior payment in full of all other obligations of MFC, except for other guarantees or obligations of MFC which by their terms are designated as ranking equally in right of payment with or subordinate to MFC’s guarantee of the notes.
Maturities	The notes will mature twelve months or more from the date of issue, as specified in the applicable pricing supplement.

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Interest	Unless otherwise specified in the applicable pricing supplement: •   each note will bear interest from the issue date at a fixed rate, which will be zero in the case of a zero-coupon note, or a floating rate; •   a floating interest rate may be based on one or more of the following indices, plus or minus a spread: CD Rate, CMT Rate, CP Rate, Federal Funds Rate, LIBOR, Prime Rate, Treasury Rate, Consumer Price Index Adjustment Rate or such other interest basis or interest rate formula as may be specified in the applicable pricing supplement; •   interest on a floating rate note will be reset daily, weekly, monthly, quarterly, semi-annually or at another interest reset period as set forth in the applicable pricing supplement; •   we will pay interest on each note, other than a zero-coupon note, on either monthly, quarterly, semi-annual or annual interest payment dates and on the maturity date and, if applicable, on a redemption date or a repayment date occurring in connection with an exercise of the survivor’s option; and •   interest on the notes will be computed using one of the following mathematical formulas, specified in the applicable pricing supplement, that are based on the number of days the notes remain outstanding: Actual/365 (Fixed), Actual/Actual (Historical), 30/360 or Actual/360. See “Additional Terms for Floating Rate Notes—Interest Accrual and Payments.”
Principal	Unless otherwise provided in the applicable pricing supplement, the principal amount of the notes will be payable on the maturity date of such notes at the corporate trust office of the Trustee or at such other place as we may designate.
Subordinated Guarantee	The payment obligations with respect to the notes will be fully and unconditionally guaranteed by a subordinated guarantee of MFC. MFC’s obligation under the subordinated guarantee will be unsecured and will be subordinated in right of payment to the prior payment in full of all other obligations of MFC, except for other guarantees or obligations of MFC which by their terms are designated as ranking equally in right of payment with or subordinate to MFC’s guarantee of the notes. See “Description of the Subordinated Guarantee”.

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Redemption and Repayment	Unless otherwise provided in the applicable pricing supplement: •  we will not have the option to redeem the notes prior to the maturity date; and •  the notes will not be subject to any sinking fund.
	The holders of the notes will not have the option to require repayment of the notes prior to the maturity date, except, if indicated in the applicable pricing supplement, following the death of the owner of the note. See “Description of Notes—Repayment Upon Death—Rights and Limitations under the Survivor’s Option.”
Uncertain Trading Markets	There is no established trading market for SignatureNotes. Neither we nor the Agents are under any obligation to make a market in the notes or to list or maintain any listing of the notes on any exchange or quotation system. As a result, you may not be able to liquidate your investment in the notes readily at any given time. See “Risk Factors—Risks Generally Applicable to the Notes—You May Not be Able to Sell Your Notes at the Time or Price You Desire.”
Form of Notes and Clearance	Unless otherwise provided in the applicable pricing supplement, the notes will be represented by global securities deposited with or on behalf of the depositary, The Depository Trust Company, and registered in the name of the depositary’s nominee. Global notes will be exchangeable for definitive notes only in limited circumstances. See “Description of Notes—Book-Entry; Delivery and Form.”
Trustee	JPMorgan Chase Bank, N.A., Institutional Trust Services, 4 New York Plaza, 15th Floor, New York, NY 10004, under an indenture dated as of June 15, 2002, as amended on January 16, 2003 and                 , 2005 which we refer to as the Indenture.
Agents	ABN AMRO Financial Services, Inc.; A.G. Edwards & Sons, Inc.; Banc of America Securities, LLC; Charles Schwab & Co., Inc.; Citigroup Global Markets Inc.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Morgan Stanley & Co.

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	Incorporated; National Financial Markets Group, a division of National Financial Services LLC; RBC Dain Rauscher, Inc.; UBS Financial Services Inc.; Wachovia Securities, LLC; and WM Financial Services, Inc.
Calculation Agent	JPMorgan Chase Bank, N.A., 4 New York Plaza, 15th Floor, New York, NY 10004.
Selling Group Members	Broker-dealers and other securities firms that have executed dealer agreements with the Purchasing Agent and agreed to market and sell the notes in accordance with the terms of these agreements along with all other applicable laws and regulations. For a list of selling group members, you may call 1-800-327-1546 or access the Internet at www.SignatureNote.com.
Earnings to Fixed Charges Ratios	The following tables set forth historical ratios of earnings to fixed charges for the periods specified. These ratios were prepared in accordance with Canadian GAAP and U.S. GAAP, as noted. For the purpose of calculating the ratio of earnings to fixed charges, “earnings” represent income before minority interest in consolidated subsidiaries, income or loss from equity investees and provision for income taxes, plus fixed charges and distributed income of equity investees, less preference security dividend requirements of consolidated subsidiaries, if any. “Fixed charges” consist of interest expensed and capitalized, which includes amortization of premiums, discounts and capitalized expenses related to indebtedness, the portion of rental expense that management believes is representative of the interest component of lease expense, preference security dividend requirements of consolidated subsidiaries, and, for the U.S. GAAP ratios only, interest credited to policyholders.

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The following consolidated earnings to fixed charges ratios do not reflect the issuance of any notes pursuant to this prospectus.

MFC’s Earnings to Fixed Charges Ratios

(Canadian GAAP) For the Twelve Months Ended December 31,
2004	2003	2002	2001	2000
7.0	5.9	5.6	5.5	6.1

Interest credited to policyholders is not included in “fixed charges” under Canadian GAAP.

(U.S. GAAP) For the Twelve Months Ended December 31,
2004	2003	2002	2001	2000
2.4	2.6	2.1	2.2	3.3

If interest credited to policyholders were excluded from, and the net effect of interest rate and currency swaps related to debt issued for capital purposes were included in, “fixed charges” (which MFC believes would reflect a traditional but less conservative methodology) and MFC’s historical ratios of earnings to fixed charges were recalculated on that basis in accordance with U.S. GAAP, they would be as follows:

(U.S. GAAP) For the Twelve Months Ended December 31,
2004	2003	2002	2001	2000
7.2	6.4	4.7	5.5	10.9

JHLIC’s Earnings to Fixed Charges Ratios

The following earnings to fixed charges ratios were calculated in accordance with U.S. GAAP.

For the Twelve Months Ended December 31,
2004	2003	2002	2001	2000
1.6	1.8	1.4	1.5	1.7

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If interest credited to policyholders were excluded from, and the net effect of interest rate and currency swaps related to debt issued for capital purposes were included in, “fixed charges” (which JHLIC believes would reflect a traditional but less conservative methodology) and JHLIC’s historical ratios of earnings to fixed charges were recalculated on that basis, they would be as follows:

For the Twelve Months Ended December 31,
2004	2003	2002	2001	2000
8.3	18.9	20.0	16.2	18.4

The recalculated ratios above for both MFC and JHLIC should be used for comparison purposes when considering a potential investment in the notes and potential investments in debt obligations of other issuers who may compute their ratios in a similar manner.

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RISK FACTORS

Your investment in the notes will involve a number of risks. You should consider carefully the following risks and the other information included or incorporated by reference in this prospectus and any applicable prospectus or pricing supplement before you decide that an investment in the notes is suitable for you. You should not purchase the notes unless you understand and can bear the investment risks of the notes. You should consult your own financial, tax and legal advisors regarding the risks and suitability of an investment in the notes in light of your particular circumstances.

Risks Generally Applicable to the Notes

Because the Notes are Unsecured, and the Indenture Contains No Limit on the Amount of Additional Debt that We May Incur, Our Ability to Make Timely Payments on Your Notes May be Affected by the Amount and Terms of Our Future Debt

You should consider carefully our creditworthiness before you invest in the notes. The notes are unsecured obligations solely of JHLIC. Our ability to make timely payments on our outstanding debt may depend on the amount and terms of our outstanding notes, and on the amount and terms of our other obligations. Before investing in the notes, you should also consider that the Indenture does not contain any limitation on the amount of indebtedness that we may issue in the future. As we issue additional notes under the Indenture or incur other debt outside the Indenture, unless our earnings grow in proportion to our debt and other fixed charges, our ability to service the notes on a timely basis may become impaired.

Our Ability to Make Timely Payments on Your Notes Will Depend on Our Future Liquidity, Which May be Adversely Affected if Rating Agencies Were to Lower Our Ratings

Our ability to make timely payments on your notes may be affected by our future liquidity. Our future liquidity, or ability to access cash when needed, may be adversely affected if the rating agencies were to lower our claims paying or financial strength ratings. Many of the products that we sell are purchased by investors who are attracted to us by reason of our financial strength and stability, as evidenced by our ratings. A significant downgrade by the rating agencies could lead to policy and contract withdrawals, increasing cash outflow. In addition, a downgrade could also harm our ability to sell new products, depressing our cash inflow, and could require us to offer higher rates of interest on financial products that we sell in the future, including future tranches of notes. This, in turn, could reduce our liquidity, thereby affecting our ability to make timely payments on your notes.

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Our Ability to Make Timely Payments on Your Notes Will Depend on Our Future Liquidity, Which May be Adversely Affected if Our Investments Experience Higher than Anticipated Losses

We invest the net proceeds from our sale of products, and will invest the net proceeds from sales of the notes, in financial assets, and we use the cashflow from those financial assets to make payments on our liabilities. Our future liquidity may be adversely affected if our investments experience losses higher than anticipated. Higher investment losses may result from our credit assessment process or from economic and political conditions affecting the companies in which we invest. If actual investment losses exceed estimated investment losses, our available cash could decrease. Thus, our future liquidity, and our ability to make timely payments on the notes, may suffer from adverse investment results.

Our Ability to Make Timely Payments on Your Notes May be Adversely Affected by Disruptions in the Financial Markets Generally

There are always some timing differences between cash payments we owe on our products and other liabilities and the cash payments due to us on our investments. Our ability to overcome these cash mismatches and make timely payments on your notes may be adversely affected if the fixed income markets were to experience significant liquidity problems. Under extreme stress scenarios in which the fixed income markets face significant liquidity problems, we could be unable to sell additional products and unable to sell our portfolio investments in sufficient amounts to raise the cash required to pay your notes when due.

Our Ability to Make Timely Payments on Your Notes Will Depend on Our Future Liquidity, Which May be Adversely Affected by Changes in Interest Rates

Our ability to make timely payments on your notes may be affected by our future liquidity, which in turn may be adversely affected by changes in interest rates. If market rates of interest were to rise relative to the interest rates that we offer on new liabilities that we issue, including future tranches of notes, customers may avoid purchasing our products. In addition, under these circumstances, customers holding redeemable products may seek to redeem them when increasing interest rates make the returns on other types of investments more attractive than their existing JHLIC products. If this happens at a time when a significant amount of our liabilities are maturing, then our liquidity could be reduced and our ability to make timely payments on your notes could suffer.

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Ratings of Our SignatureNote Program and any Rated Series of Notes May Not Reflect all Risks of an Investment in the Notes and May Change in Accordance with Our Financial Strength

The ratings of the SignatureNote program generally or a specific series of notes will primarily reflect our financial strength and will change in accordance with our financial strength rating. Any rating is not a recommendation to purchase, sell or hold any particular security, including the notes. Such ratings do not comment as to the market price or suitability of the notes for a particular investor. In addition, there can be no assurance that a rating will be maintained for any given period of time or that a rating will not be lowered or withdrawn in its entirety. The ratings of our SignatureNote program and any rated series of notes issued under the program may not reflect the potential impact of all risks related to structure and other factors on any trading market for, or trading value of, your notes.

If Our Actual Experience Varies Adversely From Our Underwriting Assumptions, Our Future Liquidity and Our Ability to Make Timely Payments on Your Notes May be Adversely Affected

The underwriting of our insurance products involves actuarially determined assumptions concerning mortality, morbidity, and policy lapses. Although these underwriting assumptions are based on historical data, there is no guarantee that the future experience of our customers will be consistent with this data or our assumptions. If our customers die, require long term care benefits, or surrender their policies at times or frequencies different from what we originally assumed at the time of sale, our cash outflow could be greater than anticipated. If this were to occur, our liquidity and our ability to make timely payments on your notes may be adversely affected.

If Our Reinsurers Refuse or Fail to Pay Claims When Due, Our Future Liquidity and Our Ability to Make Timely Payments on Your Notes May be Adversely Affected

In addition to our underwriting practices, we manage the risks relating to our insurance products by reinsuring a portion of these risks with other insurers. Although we assess and periodically reassess the creditworthiness of our reinsurers, their creditworthiness today may not reflect their actual ability to pay claims when they are due in the future. If some of our reinsurers refuse, or are unable, to meet their obligations to us, our future cash inflow and liquidity may be reduced and our ability to make timely payments on your notes could suffer.

If We Redeem Your Notes, You May Not be Able to Reinvest the Redemption Proceeds at an Interest Rate as High as the Rate on the Notes

If your notes are redeemable at our option, we may choose to redeem them,

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from time to time, when prevailing interest rates are relatively low. If we do, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the notes being redeemed. If we have the right to redeem the notes from you, you should consider the related reinvestment risk in light of other investments available to you at the time of your investment in the notes.

If the accompanying pricing supplement provides that we have the right to redeem the notes, our ability to redeem the notes at our option is also likely to affect the market value of the notes. In particular, as a redemption date approaches, the market value of your notes generally will not rise substantially above the redemption price because of the optional redemption feature.

You May Not be Able to Sell Your Notes at the Time or Price You Desire

Many factors independent of our creditworthiness could affect the trading market and market value of your notes. These factors include:

• the method of calculating the principal and interest for the notes;

• the time remaining to the maturity of the notes;

• the outstanding amount of the notes;

• the redemption features of the notes; and

• the level, direction and volatility of market interest rates generally.

Before you purchase any notes, you should also consider that SignatureNotes is a program for which no secondary trading market exists on the date of this prospectus. Neither we nor the Agents are obligated to make a secondary market in the notes, and if such market making commences it may be discontinued at any time. Similarly, neither we nor the Agents are obligated to list or to maintain the listing of the notes on any exchange or quotation system. Therefore, the liquidity of your investment in the notes may be limited or even nonexistent at the time you wish to sell your notes. If there is a limited number of buyers when you decide to sell your notes, it may affect the price you receive for your notes or your ability to sell your notes at all.

Depending on Your Individual Circumstances, United States Tax Rules Regarding Original Issue Discount Notes May Not be Advantageous to You

If we should offer what are called original issue discount notes, before purchasing the notes, you should consider your tax consequences and consult your own tax advisor. A United States holder of an original issue discount note that matures more than one year from its date of issuance will be required to include the amount of original issue discount relating to the note in the holder’s income as the discount accrues, which may be before the receipt of cash payments attributable to the income. The amount of original issue discount that the holder must include in income will equal the sum of

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daily allocated amounts of original issue discount for each day of the taxable year on which the holder held the note.

If Your Notes Include the Survivor’s Option, Annual and Individual Put Limitations on the Survivor’s Option May Affect Timing of Payments to Your Estate

If the applicable pricing supplement indicates that your notes are entitled to the survivor’s option, following your death your estate will have the right to require the early repayment of your notes, either in whole or in part, subject to certain conditions and procedures. Among other things, the survivor’s option is subject to (i) the “annual put limitation” which means that we may limit the aggregate principal amount of notes prepaid to all note holders in any calendar year pursuant to exercises of the survivor’s option, and (ii) the “individual put limitation” which means that we may limit the principal amount of notes prepaid to any one note holder in any calendar year pursuant to exercises of the survivor’s option. Application of either limitation may result in some or all of the requested prepayment being postponed to the next following calendar year, or even to subsequent calendar years if the unpaid balance of such request would exceed either of these limitations for the following year.

If We Become Insolvent, Under Applicable Insurance Insolvency Laws, Your Claim as Note Holders will be Subordinate to Other Claims Against Our Estate, Including Claims of Policyholders, Holders of Annuities and Holders of Other Forms of Insurance Contracts

If we become insolvent, our insolvency proceedings will be governed by Massachusetts insurance laws, administered by the Commissioner of the Massachusetts Division of Insurance, subject to review and approval by the Supreme Judicial Court of the Commonwealth of Massachusetts. The Division of Insurance monitors the solvency of its licensees in order to promote a healthy, responsive and willing marketplace for consumers who purchase insurance products. Massachusetts law prioritizes claims against the estate of insolvent life insurers as follows: (1) expenses of administration, (2) claims of policyholders and certain other persons, (3) claims for the return of premiums on cancelled policies, (4) claims of the federal government for taxes, (5) claims of certain employees for compensation, up to $1,000 per employee, (6) claims of state and local governments for taxes, and (7) all other claims. Your claims, as note holders, would be classified in priority seven. Furthermore, Massachusetts law provides that each higher class must receive payment in full before members of the next class receive any payment. Therefore, in the event of our insolvency, it is unlikely that you will receive payment in full on your notes from us. The subordinated guarantee of the notes will be issued by MFC, our indirect parent company. We represent a

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significant portion of the assets of MFC. In the event of our insolvency or receivership, MFC may incur limitations on receiving any distributions from us. In such event, MFC may have limited resources to satisfy its obligations under the subordinated guarantee.

Additional Risks Applicable to Floating Rate Notes

If Your Notes Bear Interest at a Floating Rate, You May Receive a Lower Amount of Interest in the Future

Because the interest rate on Floating Rate Notes, as defined below, will be indexed to an external interest rate or index that may vary from time to time, there will be significant risks not associated with a conventional fixed rate debt security. These risks include fluctuation of the applicable interest rate and the possibility that, in the future, you will receive a lower amount of interest. We have no control over matters that may affect interest rates, including economic, financial and political events that are important in determining the existence, magnitude and longevity of these risks and their results. In recent years, interest rates have been volatile, and volatility may be expected in the future. However, past experience is not necessarily indicative of what may occur in the future.

If the Interest Rate on Your Floating Rate Notes is Subject to a Maximum Interest Rate, Your Return Will be Limited

If the applicable pricing supplement specifies that your Floating Rate Notes are subject to a Maximum Interest Rate, as described below, the rate of interest that will accrue on the Floating Rate Notes during any Interest Reset Period, as defined below, will never exceed the specified Maximum Interest Rate. Conversely, although the applicable rate of interest will always be greater than zero, unless a Minimum Interest Rate, as described below, is specified in the applicable pricing supplement, there is no assurance that the interest rate you receive in the future will not decrease.

If Your Interest Rate is Based upon the CPI, the Interest Rate on Your Notes May be Less than the Spread and, in Some Cases, Could be Zero

The Consumer Price Index for purposes of the notes is the non-seasonally adjusted U.S. City Average All Items Consumer Price Index for all Urban Consumers (“CPI”). Interest payable on some notes is linked to changes in the level of the CPI, during twelve-month measurement periods. Such changes may be significant. Changes in the CPI are a function of the changes in specified consumer prices over time, which result from the interaction of many factors over which we have no control. If the CPI does not increase during a relevant measurement period, which is likely to occur when

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there is little or no inflation, holders of the notes will receive interest payments for that interest period at an interest rate equal to the Spread, as defined below. If the CPI decreases during a relevant period, which is likely to occur when there is deflation, holders of the notes will receive interest payments for that period at an interest rate that is less than the Spread. The Minimum Interest Rate on Floating Rate Notes is zero, which means that in some cases you may not receive any interest on your Floating Rate Notes.

The CPI Itself and the Way the CPI is Calculated may Change in the Future

There can be no assurance that the Bureau of Labor Statistics of the U.S. Department of Labor will not change the method by which it calculates the CPI. In addition, changes in the way the CPI is calculated could reduce the level of the CPI and lower the interest payment with respect to the notes. Accordingly, the amount of interest, if any, payable on the notes, and therefore the value of the notes, may be significantly reduced. If the CPI is substantially altered, as discussed in greater detail below, a substitute index will be employed to calculate the interest payable on the notes.

The Interest Rate on CPI Linked Notes may be Below the Rate Otherwise Payable on Similar Fixed or Floating Rate Debt Securities Issued by Us

Because the long-term trend in CPI changes has been positive, the initial interest rate, may be below what we would currently expect to pay as of the date of this prospectus if we issued non-callable senior debt securities with a fixed or floating rate and similar maturity to that of the notes. Even though the long-term trend in CPI changes has been positive, at any future date, the interest rate on the notes may be below what we would expect to pay as of such date if we issued non-callable senior debt securities with a fixed or floating rate and similar maturity to that of the notes.

Changes in the CPI may not Correlate with Changes in Interest Rate Indices Applicable to Other Notes Issued by Us

Changes in the CPI may bear little or no relationship to changes in interest rate indices (such as those described elsewhere in this prospectus) that may be applicable to other floating rate notes that we issue. As a result, at any time, your interest rate may be below the interest rates payable on other non-callable floating rate debt securities of similar maturity issued by us.

The Historical Levels of the CPI are not an Indication of the Future Levels of the CPI

The historical levels of the CPI are not an indication of the future levels of the CPI during the term of the notes. In the past, the CPI has experienced periods of volatility, and such volatility may occur in the future. Fluctuations and trends in the CPI that have occurred in the past are not necessarily indicative, however, of fluctuations that may occur in the future.

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Risks Relating to MFC and its Subordinated Guarantee

MFC May Be Unable to Make Timely Payments in Accordance with the Subordinated Guarantee

The financial capacity of MFC to make timely payments under its subordinated guarantee of the notes may be adversely affected by a number of factors. Investors in the notes should review the discussion of Risk Management found at pages 66-74 of MFC’s Annual Report on Form 40-F filed on March 29, 2005 and the other information about MFC included in this prospectus and in the documents incorporated by reference in and forming a part of this prospectus. In addition, the subordinated guarantee will constitute an unsecured obligation of MFC as guarantor, and will be subordinated in right of payment to the prior payment in full of all other obligations of MFC, except for other guarantees or obligations of MFC which by their terms are designated as ranking equally in right of payment with or subordinate to MFC’s guarantee of the notes. Consequently, in the event of MFC’s bankruptcy, liquidation, dissolution, winding-up or reorganization, or upon acceleration of any series of debt securities or other financial obligations due to an event of default thereunder also triggering payment obligations on other debt, MFC’s assets will be available to pay its obligations on the subordinated guarantee only after all secured indebtedness and other indebtedness senior to the subordinated guarantee has been paid in full.

MFC’s Incorporation in Canada May Make it More Difficult for You to Enforce the Subordinated Guarantee

Holders of notes may have more difficulty enforcing their rights under the subordinated guarantee than would holders of notes guaranteed by a corporation incorporated in a jurisdiction of the United States. Your ability to enforce civil liabilities under U.S. federal securities laws may be affected adversely by the fact that MFC is organized under the laws of Canada, most of its officers and directors and some of the experts named in this prospectus are residents of Canada, and a substantial portion of its assets are located outside the United States.

WHERE YOU CAN FIND MORE INFORMATION

JHLIC files reports, proxy statements and other information with the SEC as required under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). MFC is subject to the information requirements of the Exchange Act, and, in accordance with the Exchange Act, files reports and other information with the SEC. Under a multijurisdictional disclosure system adopted by the United States and Canada, these reports and other information (including financial information) may be

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prepared in accordance with the disclosure requirements of Canada, which are different from those of the United States.

You may read and copy any reports, statements or other information filed by MFC or JHLIC at the SEC’s Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. You can also inspect reports, proxy statements and other information about MFC at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates, or from commercial document retrieval services.

The SEC maintains a website that contains reports, proxy statements and other information, including those filed by MFC and JHLIC, at http://www.sec.gov. You may also access the SEC filings and obtain other information about MFC through the website maintained by MFC, which is http://www.manulife.com. The information contained in that website is not incorporated by reference into this prospectus.

MFC and JHLIC filed a joint registration statement on Form F-3 with the SEC in respect of the securities being offered in this prospectus. This prospectus is a part of that registration statement. As permitted by SEC rules, this prospectus does not contain all the information you can find in the registration statement. The SEC allows MFC and JHLIC to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to other documents filed separately with the SEC.

The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information in this prospectus or any prospectus supplement. These documents contain important information about the companies and their financial condition.

MFC incorporates by reference into this prospectus the documents listed below, which were filed with the SEC.

(a) MFC’s Report of Foreign Issuer on Form 6-K filed April 21, 2005;

(b) MFC’s Annual Report on Form 40-F for the year ended December 31, 2004 as filed on March 29, 2005 and as amended and filed on Form 40-F/A on April 21, 2005;

(c) MFC’s Report of Foreign Issuer on Form 6-K filed on March 23,

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2005, other than the sections of the Notice of Annual Meeting and Proxy Circular entitled “Report of the Management Resources Committee and Compensation Committee” and “Performance Graph” and other than the 2004 Annual Financial Statements; and

(d) MFC’s Annual Report on Form 40-F for the year ended December 31, 2003 as filed on April 1, 2004 and as amended and filed on Form 40-F/A on September 16, 2004, February 3, 2005 and April 21, 2005.

JHLIC incorporates by reference into this prospectus the documents listed below with respect to JHLIC, which were filed with the SEC.

(a) JHLIC’s Form 10-K for the fiscal year ended December 31, 2004 as filed on March 31, 2005;

(b) JHLIC’s Form 8-K filed on March 11, 2005; and

(c) all of JHLIC’s other filings pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of the filing of the original registration statement of which this prospectus forms a part, other than current reports furnished to the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K.

Copies of the documents incorporated in this prospectus by reference may be obtained on request without charge from:

Manulife Financial Corporation

ATTN: Corporate Secretary

200 Bloor Street East, NT-10

Toronto, Ontario, Canada M4W 1E5

Telephone: (416) 926-3000

Any annual reports on Form 20-F, Form 40-F or Form 10-K, any reports on From 10-Q or Form 8-K, other than current reports furnished to the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K, and any Form 6-K specifying that it is being incorporated by reference in this prospectus, as well as all prospectus supplements disclosing additional or updated information, filed by MFC with the SEC subsequent to the date of this prospectus shall be deemed to be incorporated by reference into this prospectus.

A pricing supplement containing the specific variable terms of an offering of notes will be delivered to purchasers of the applicable notes together with this prospectus and will be deemed to be incorporated by reference into this prospectus as of the date of such pricing supplement but only for the purposes of the offering of notes covered by that pricing supplement.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this

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prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes such prior statement. Any statement or document so modified or superseded shall not, except to the extent so modified or superseded, be incorporated by reference and constitute a part of this prospectus.

You should rely on the information contained in or incorporated by reference in this prospectus or any applicable prospectus supplement and on the other information included in the registration statement of which this prospectus forms a part. We have not authorized anyone to provide you with different or additional information. We are not making an offer of these notes in any jurisdiction where the offer is not permitted by law. You should not assume that the information contained in or incorporated by reference in this prospectus or any applicable prospectus supplement is accurate as of any date other than the date on the front of this prospectus or any applicable prospectus supplement, as the case may be.

ACCOUNTING TREATMENT

After the effective date of this prospectus, it is expected that JHLIC will no longer file reports with the SEC and there will be no additional separate financial statements of JHLIC included in, or incorporated by reference in, this prospectus after such date, other than the historic JHLIC financial statements expressly incorporated by reference in the section “Where You Can Find More Information”. JHLIC has been a subsidiary of MFC for financial reporting purposes since April 28, 2004 and, as a consequence, JHLIC has been, and will continue to be, included in the consolidated financial statements of MFC in reports filed by MFC since that date. MFC’s financial statements include a footnote containing condensed consolidating financial information with separate columns for MFC, JHLIC and other subsidiaries of MFC, together with consolidating adjustments.

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DESCRIPTION OF JOHN HANCOCK LIFE INSURANCE COMPANY

We are John Hancock Life Insurance Company, a stock life insurance company that was organized in 1862 under the laws of the Commonwealth of Massachusetts as “John Hancock Mutual Life Insurance Company.” On February 1, 2000, we converted to a stock company by “demutualizing” and changed our name. As part of the demutualization process, we became a subsidiary of JHFS, a newly-formed publicly-traded corporation. JHFS holds all of the outstanding shares of our capital stock, and has operated as a subsidiary of MFC since April 28, 2004 when MFC acquired all of the outstanding capital stock of JHFS that was not already beneficially owned by MFC as general fund assets. The “John Hancock” name is MFC’s primary U.S. brand. We have authority to transact business in all 50 states, the District of Columbia, Puerto Rico and certain other jurisdictions. As of December 31, 2004, we had approximately $99.76 billion of assets on a consolidated basis.

Our principal executive offices are located at John Hancock Place, 200 Clarendon Street, Boston, Massachusetts 02116 (Tel. No. 617-572-6000).

DESCRIPTION OF MANULIFE FINANCIAL CORPORATION

MFC was incorporated under the Insurance Companies Act (Canada) in 1999 for the purpose of becoming the holding company of The Manufacturers Life Insurance Company, which was founded in 1887. As a mutual life insurance company, The Manufacturers Life Insurance Company had no common shareholders and its board of directors was elected by its participating policyholders. In September 1999, The Manufacturers Life Insurance Company implemented a plan of demutualization and converted into a life insurance company with common shares and became a wholly-owned subsidiary of MFC. MFC’s head office and registered office is located at 200 Bloor Street East, Toronto, Ontario, Canada M4W 1E5 (Tel. No. 416-926-3000).

MFC and its subsidiaries provide a wide range of financial products and services, including individual life insurance, group life and health insurance, pension products, annuities and mutual funds, to individual and group customers in Canada, the United States, Asia and Japan. Funds under management by MFC were Cdn$347.7 billion as at December 31, 2004. MFC and its subsidiaries also offer reinsurance services, primarily life and accident and health reinsurance, and provide investment management services with respect to MFC’s general fund assets, segregated funds assets and mutual funds and, in Canada and Asia, provide institutional investment services. MFC has indirectly held all of the outstanding shares of JHLIC capital stock since April 28, 2004.

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USE OF PROCEEDS

We intend to use the net proceeds from the sale of notes to fund the purchase of financial assets issued or guaranteed primarily by entities unaffiliated with us. These financial assets, whose costs will vary, will consist primarily of fixed income securities, including short-term investments, bonds, whether issued publicly or through private placements, and commercial mortgages. The investment return on these financial assets, combined with the other financial assets in our general investment account, will be used to fund our liabilities, including the notes.

DESCRIPTION OF NOTES

The terms and conditions in this prospectus will apply to each note offered on or after             , 2005 (the effective date of the registration statement to which this prospectus relates) unless otherwise specified in the applicable pricing supplement. In the event of differences between the terms and conditions in this prospectus and the terms and conditions in the applicable pricing supplement, the applicable pricing supplement will govern. The general terms and conditions applicable to each note are described below. See “Additional Terms for Floating Rate Notes” for specific terms relating to floating rate notes and “Additional Terms for Notes with Interest Rate Based on CPI” for specific terms relating to floating rate notes that bear interest based on the CPI.

General

The notes will be senior notes, ranking equally with all of our other unsecured, unsubordinated debt. Unless otherwise specified in the applicable pricing supplement, we will issue the notes only in the form of one or more global securities registered in the name of a nominee of The Depository Trust Company (“DTC”), as depositary, except as specified in “—Book-Entry; Delivery and Form.” For more information on certificated and global securities, see “—Book-Entry; Delivery and Form.”

We may offer from time to time up to $2,500,000,000 aggregate initial offering price of notes, on terms to be determined at the time of sale. The notes will mature twelve months or more from the date of issue, as determined by the purchasing agent and agreed to by us.

The notes will be issued under an Indenture dated as of June 15, 2002, as amended on January 16, 2003 and             , 2005 (the “Indenture”), between us and JPMorgan Chase Bank, N.A., as Trustee (the “Trustee”). The Indenture does not limit the amount of additional unsecured indebtedness ranking equally and ratably with the notes that we may incur. We may, from time to time, without the consent of the holders of the notes, provide for the issuance of notes under the Indenture in addition to the $2,500,000,000 aggregate initial offering price of the notes offered in this prospectus.

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Each note will bear interest from the issue date at a fixed rate, which may be zero in the case of a zero-coupon note, or at a floating rate. See “Additional Terms for Floating Rate Notes” for specific terms relating to floating rate notes. The notes may be issued as original issue discount notes. An original issue discount note is a note, including any zero-coupon note, that is issued at more than a slight discount from the principal amount payable at maturity. Upon redemption, repayment or acceleration of the maturity of an original issue discount note, normally an amount less than its principal amount will be payable. For additional information regarding payments upon acceleration of the maturity of an original issue discount note and the U.S. federal income tax consequences of original issue discount notes, see “—Payment of Principal and Interest” and “United States Federal Taxation—Tax Consequences to U.S. Holders—Original Issue Discount Notes.”

The holders of the notes will not have the option to require repayment of the notes prior to the maturity date, except, if indicated in the applicable pricing supplement, pursuant to the survivor’s option (as such term is defined in “—Repayment Upon Death—Rights and Limitations under the Survivor’s Option”).

The statements in this prospectus concerning the notes and the Indenture summarize all material provisions of the notes and the Indenture; however, because summaries necessarily are not complete you should refer to the provisions in the Indenture. We incorporate some of the provisions and defined terms in the Indenture in this prospectus as a part of the statements we are making, and we qualify the statements in this prospectus in their entirety by the references to the Indenture.

Any reference in this prospectus or any applicable pricing supplement to principal or interest or both in respect of the notes will include:

• a reference to any additional amounts which may be payable under the heading “—Payment of Additional Amounts;”

• in relation to zero-coupon notes, the Amortized Face Amount (as such term is defined below in “—Glossary”); and

• any other amounts which may be payable in respect of the notes.

All notes issued on the same day and having the same terms, including, but not limited to:

• designation of series;

• currency;

• interest payment dates;

• interest rate;

• maturity date; and

• redemption or survivor’s option provisions,

may be represented by a single global note. Your beneficial interest in a global note will be shown on, and transfers of

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your beneficial interest will be effected only through, records maintained by the depositary or its participants. Payments of principal and interest, if any, on the notes represented by a global note will be made by us or our paying agent (the “Paying Agent”) to the depositary or its nominee. Unless otherwise specified in the applicable pricing supplement, DTC will be the depositary. See “—Book-Entry; Delivery and Form.”

The principal amount of the notes will be payable at maturity at the Corporate Trust Office of JPMorgan Chase Bank, N.A., Institutional Trust Services, 4 New York Plaza, 15th Floor, New York, NY 10004, or at such other place as we may designate. Initially, we have appointed the Trustee as our Paying Agent.

Unless otherwise specified in the applicable pricing supplement:

• the authorized denominations of the notes will be $1,000 and integral multiples of $1,000;

• the notes may not be redeemed by us prior to their maturity date;

• holders of the notes will not be entitled to require us to repay the notes under the survivor’s option (see “—Redemption” and “—Repayment Upon Death—Rights and Limitations under the Survivor’s Option”); and

• the notes will not be subject to any sinking fund.

Unless otherwise specified in this prospectus, the pricing supplement relating to each note or notes will describe the following terms:

• the price at which the note will be issued to the public, which we refer to as the issue price;

• the date on which the note will be issued to the public, which we refer to as the issue date;

• the maturity date of the note;

• the interest rate, if any, or whether the interest rate on the note is a floating rate (See “Additional Terms for Floating Rate Notes”);

• the periods in which any interest will be paid;

• whether the holder of the note will have the survivor’s option;

• whether the note may be redeemed at our option, prior to its maturity date, and if so, the terms of the redemption;

• whether such note is a zero-coupon note or other original issue discount note;

• special United States federal income tax consequences of the purchase, ownership and disposition of the note, if any; and

• any other terms of the note that do not conflict with the provisions of the Indenture.

Glossary

You should refer to the Indenture and the form of notes filed as exhibits to the registration statement of which this prospectus is a part for the full definition of certain terms used in this prospectus. We have set forth below certain defined terms that are used in this prospectus with respect to the notes.

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“Amortized Face Amount” with respect to any original issue discount note means the amount equal to the sum of its issue price plus the original issue discount amortized using the “interest method” (computed in accordance with U.S. GAAP in effect on the date as of which such amount is calculated) from the issue date to the date as of which such amount is calculated.

“Business day” with respect to any note means, unless otherwise specified in the applicable pricing supplement, any day, other than a Saturday or Sunday, that is not a day on which banking institutions are authorized or required by law, regulation or executive order to be closed in The City of New York, New York.

“Zero-coupon note” means any note bearing zero percent interest from the issue date and issued at an issue price representing a discount from the principal amount payable on the maturity date.

Book-Entry; Delivery and Form

Upon issue, all notes having the same issue date, interest rate, if any, amortization schedule, if any, maturity date and other terms, if any, will be represented by one or more fully registered global notes; provided, however, that no single global note will exceed $500,000,000. Each global note will be deposited with, or on behalf of, DTC or another depositary (DTC or such other depositary as is specified in the applicable pricing supplement is referred to as “DTC” or the “Depositary”) and registered in the name of the depositary’s nominee.

As long as DTC or another depositary’s nominee is the registered owner of the global note, this nominee for all purposes will be considered the sole owner or holder of the notes under the Indenture. Therefore, except as provided below, you will not:

• be entitled to have any of the notes registered in your name;

• receive or be entitled to receive physical delivery of the notes in definitive form; or

• be considered the owner or holder of the notes under the Indenture.

Beneficial interests in the global notes will be represented through book-entry accounts of financial institutions that are direct participants in DTC acting on behalf of beneficial owners of the notes. If we decide to issue notes outside the United States, we may arrange for non- United States holders to hold interests in the global notes through either DTC or Clearstream Banking, societe anonyme, Luxembourg, formerly Cedelbank, or Euroclear Bank S.A./NV, as operator of the Euroclear system if they are participants of such systems directly, or indirectly through organizations which are participants in such systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries, which in turn will hold such interests in customers’ securities accounts in the depositary’s name on the books of DTC.

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Except as set forth below, the global notes may be transferred, in whole and not in part, only to DTC, another nominee of DTC or to a successor of DTC or its nominee.

DTC has advised us as follows: it is a limited-purpose trust company which was created to hold securities for its participating organizations and to facilitate the clearance and settlement of securities transactions between participants in such securities through electronic book-entry changes in accounts of its participants. “Participants” include:

• securities brokers and dealers, including the agents;

• banks and trust companies;

• clearing corporations; and

• certain other organizations.

Access to DTC’s system is also available to indirect participants such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a direct participant. Persons who are not participants may beneficially own securities held by DTC only through direct or indirect participants.

DTC has advised us that pursuant to procedures established by it:

• upon issuance of the notes represented by a global note, DTC will credit the account of participants designated by the agents with the principal amounts of the notes purchased by the agents; and

• ownership of beneficial interests in the global note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC (with respect to participants’ interests), and by the direct and indirect participants (with respect to the owners of beneficial interests in the global note).

Neither we, the Trustee, any Paying Agent nor DTC will have actual knowledge of the owners of beneficial interests in the global notes, nor any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the global note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Except as otherwise set forth in a pricing supplement, principal and interest payments on the notes registered in the name of DTC’s nominee will be made by the Paying Agent to DTC’s nominee as the registered owner of the global note. Under the terms of the Indenture, we and the Paying Agent will treat the persons in whose names the notes are registered as the owners of the notes for the purpose of receiving payment of principal and interest, if any, on the notes and for all other purposes whatsoever. Therefore, we do not have, and neither the Trustee nor any Paying Agent has, any direct responsibility or liability for the payment of principal or interest on the notes to owners of beneficial interests in the global note. DTC has advised us and the

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Paying Agent that its present practice is, upon receipt of any payment of principal or interest, to immediately credit the accounts of the participants with such payment in amounts proportionate to their respective holdings in principal amount of beneficial interests in the global note as shown on the records of DTC. Payments by direct and indirect participants to owners of beneficial interests in the global note will be the responsibility of such direct and indirect participants and will be governed by their standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name”.

Clearstream has advised us that it is incorporated under the laws of the Grand Duchy of Luxembourg as a professional depositary. Clearstream holds securities for its participating organizations. Clearstream facilitates the clearance and settlement of securities transactions between Clearstream participants through electronic book-entry changes in accounts of Clearstream participants, eliminating the need for physical movement of certificates. Clearstream provides to Clearstream participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector.

Distributions, to the extent received by the U.S. depositary for Clearstream, with respect to the notes held beneficially through Clearstream will be credited to cash accounts of Clearstream participants in accordance with its rules and procedures.

Euroclear has advised us that it was created in 1968 to hold securities for its participants and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./NV (the “Euroclear Operator”), under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the “Cooperative”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear participants.

The Euroclear Operator has advised us that it is licensed by the Belgian Banking and Finance Commission to carry out banking activities on a global basis. As a Belgian bank, it is regulated and examined by the Belgian Banking Commission.

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Title to book-entry interests in the notes will pass by book-entry registration of the transfer within the records of Euroclear, Clearstream or DTC, as the case may be, in accordance with their respective procedures. Book-entry interests in the notes may be transferred within Euroclear and within Clearstream and between Euroclear and Clearstream in accordance with procedures established for these purposes by Euroclear and Clearstream. Book-entry interests in the notes may be transferred within DTC in accordance with procedures established for this purpose by DTC. Transfers of book-entry interests in the notes between Euroclear and Clearstream and DTC may be effected in accordance with procedures established for this purpose by Euroclear, Clearstream and DTC.

In the event definitive notes are issued, the holders thereof will be able to receive payments thereon and effect transfers thereof at the offices of the Trustee or if notes then outstanding had been held through Clearstream or Euroclear, at the offices of a Luxembourg Paying Agent chosen by us.

Individual certificates in respect of notes will not be issued in exchange for the global notes, except in very limited circumstances. If Euroclear, Clearstream or DTC notifies us that it is unwilling or unable to continue as a clearing system in connection with a global note or, in the case of DTC only, DTC ceases to be a clearing agency registered under the Exchange Act, and in each case we do not appoint a successor clearing system within 90 days after receiving such notice from Euroclear, Clearstream or DTC or on becoming aware that DTC is no longer so registered, we will issue or cause to be issued individual certificates in registered form on registration of, transfer of, or in exchange for, book-entry interests in the notes represented by the global note upon delivery of the global note for cancellation. In addition, subject to the procedures of DTC, we may at any time determine not to have the notes represented by the global note and, in such event, will issue notes in definitive form in exchange for the global note. In either instance, an owner of a beneficial interest in a global note will be entitled to have notes equal in principal amount to the beneficial interest registered in its name and will be entitled to physical delivery of the notes in definitive form. Notes so issued in definitive form will be issued in denominations of $1,000 and integral multiples thereof and will be issued in registered form only, without coupons. No service charge will be made for any transfer or exchange of the notes, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Global Clearance and Settlement Procedures

Initial settlement for the notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC’s rules. Secondary market trading between Clearstream participants and/or Euroclear

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participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional Eurobonds in immediately available funds.

Cross-market transfers between persons holding directly or indirectly through DTC on the one hand, and directly or indirectly through Clearstream or Euroclear participants, on the other, will be effected in DTC in accordance with its rules on behalf of the relevant European international clearing system. However, a cross-market transfer will require delivery of instructions to the relevant European international clearing system, by the counterparty in such European international clearing system, in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream participants and Euroclear participants may not deliver instructions directly to their U.S. depositary.

Because of time-zone differences, credits of notes received in Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the depositary settlement date. Credits or any transactions of the type described above settled during subsequent securities settlement processing will be reported to the relevant Euroclear or Clearstream participants on the business day that the processing occurs. Cash received in Clearstream or Euroclear as a result of sales of notes by or through a Clearstream participant or a Euroclear participant to a DTC participant will be received with value on the depositary settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of notes among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform these procedures and such procedures may be changed or discontinued at any time.

Payment of Principal and Interest

Payments of principal and interest, if any, with respect to global securities will be paid in immediately available funds to DTC or its nominee. See “—Book-Entry; Delivery and Form.” Payments of interest, if any (other than interest payable at maturity or upon redemption, repayment or acceleration of all or any portion of the principal or Amortized Face Amount of any certificated note

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(other than a global note)) with respect to any certificated notes (other than a global note) will be paid by check mailed to the address of the person entitled to the payment as it appears in the security register. Payments of principal and interest at maturity or upon redemption, repayment or acceleration of all or any portion of the principal or Amortized Face Amount of any certificated note (other than a global note) will be made by check upon presentation and surrender of such note to the Paying Agent, together with interest, if any, payable at maturity or upon redemption, repayment or acceleration.

Unless the applicable pricing supplement states otherwise:

• if we redeem any original issue discount note as described under “—Redemption,”

• if we repay any original issue discount note at the option of the holder as described under “—Repayment Upon Death—Rights and Limitations under the Survivor’s Option,” or

• if the principal of any original issue discount note is declared to be due and payable immediately as described in “Events of Default,”

the amount of principal due and payable with respect to the original issue discount note shall be limited to the sum of its issue price plus the original issue discount amortized using the “interest method” (computed in accordance with U.S. GAAP in effect on the date as of which such amount is calculated) from the issue date to the date as of which such amount is calculated.

Each note, other than a zero-coupon note, will bear interest from and including the date of issue, or in the case of notes issued upon registration of transfer or exchange from and including the most recent interest payment date to which interest on such note has been paid or duly provided for. Interest will be payable at the interest rate stated in such note and in the applicable pricing supplement until the principal of such note is paid or made available for payment. Interest will be payable on each interest payment date and at maturity. Interest will be payable to the person in whose name a note is registered at the close of business on the regular record date next preceding each interest payment date; provided, however, that interest payable at maturity or upon redemption, repayment or acceleration prior to the next scheduled interest payment date will be payable to the person to whom principal is payable. The first payment of interest on any note originally issued between a regular record date and an interest payment date will be made on the interest payment date following the next succeeding regular record date to the registered owner of such note on such next succeeding regular record date. If the interest payment date or the maturity for any fixed interest rate note falls on a day that is not a business day, the payment of principal and interest may be made on the next succeeding business day, and no interest on such payment shall accrue for

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the period from such interest payment date or maturity, as the case may be. Unless the applicable pricing supplement states otherwise, interest on fixed interest rate notes will be computed on the basis of a 360-day year of twelve 30-day months.

Unless otherwise specified in the applicable pricing supplement, the interest payment dates for a fixed interest rate note, other than a zero-coupon note, will be as follows:

Interest Payments	Interest Payment Dates
Monthly	Fifteenth day of each calendar month commencing in the first succeeding calendar month following the month in which the note is issued.
Quarterly	Fifteenth day of every third month commencing in the third succeeding calendar month following the month in which the note is issued.
Semi-annual	Fifteenth day of every sixth month commencing in the sixth succeeding calendar month following the month in which the note is issued.
Annual	Fifteenth day of every twelfth month commencing in the twelfth succeeding calendar month following the month in which the note is issued.

The regular record date with respect to any interest payment date will be the date 15 calendar days prior to such interest payment date, whether or not such date is a business day.

The interest rates on the notes may differ depending upon, among other things, prevailing market conditions at the time of issuance as well as the aggregate principal amount of notes issued in any single transaction. Although we may change the interest rates and other variable terms of the notes from time to time, no change will affect any note already issued or as to which we have accepted an offer to purchase.

Redemption

Unless otherwise provided in the applicable pricing supplement:

• we will not have the option to redeem the notes and the holders will not have the option to require repayment of the notes prior to the maturity date;

• the notes will not be subject to any sinking fund; and

• if less than all of the notes with like tenor and terms are to be redeemed, the notes to be redeemed shall be selected by the Trustee by lot or other method that the Trustee deems fair and appropriate.

If applicable, the pricing supplement relating to each note will indicate that the note will be redeemable at our option on a date or dates specified prior to its maturity date and, unless otherwise

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specified in the pricing supplement, at a price equal to 100% of the principal amount of the note, together with accrued interest to the date of redemption, unless such note was issued with original issue discount, in which case the pricing supplement will specify the amount payable upon such redemption.

We may redeem any of the notes that are redeemable and remain outstanding either in whole or from time to time in part, upon not less than 30 nor more than 60 days’ notice.

If applicable, we will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with any repurchase.

We may at any time purchase notes (including those otherwise tendered for repayment by you, or your duly authorized representative, pursuant to the survivor’s option) at any price or prices in the open market or otherwise. Notes purchased by us may, at our discretion, be held or resold or surrendered to the Trustee for cancellation.

Repayment Upon Death—Rights and Limitations under the Survivor’s Option

If the pricing supplement relating to a note so states, the holder of the note will have the right to require us to repay a note prior to its maturity date upon the death of the beneficial owner of the note as described below. We call this right the “survivor’s option.”

Upon exercise of the survivor’s option, we will, at our option, either repay or purchase any note properly delivered for repayment by or on behalf of the person that has authority to act on behalf of the deceased beneficial owner of the note at a price equal to the sum of:

• 100% of the principal amount of such note (or, for zero-coupon notes, the Amortized Face Amount on the date of such repayment), and

• accrued and unpaid interest, if any, to the date of such repayment,

subject to the following limitations.

Unless otherwise provided in the applicable pricing supplement, the survivor’s option may not be exercised until at least 12 months following the date of original issue of the applicable notes. In addition, we may limit the aggregate principal amount of notes as to which the survivor’s option may be exercised as follows:

• In any calendar year, we may limit the aggregate principal amount to the greater of (a) 1% of the outstanding aggregate principal amount of the notes having the survivor’s option right as of December 31 of the most recently completed year or (b) $1,000,000. We call this limitation the “annual put limitation.”

• For any individual deceased beneficial owner of notes, we may limit the aggregate principal amount to $200,000 for any calendar year. We call this limitation the “individual put limitation.”

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We will not make principal repayments pursuant to the exercise of the survivor’s option in amounts that are less than $1,000 or in amounts other than multiples of $1,000. If the limitations described above would result in the partial repayment of any note, the principal amount of the note remaining outstanding after repayment must be at least $1,000.

Each note delivered pursuant to a valid exercise of the survivor’s option will be accepted promptly in the order all such notes are delivered, unless the acceptance of that note or a portion of the note would contravene the annual put limitation or the individual put limitation. If, as of the end of any calendar year, the aggregate principal amount of notes that have been accepted pursuant to exercise of the survivor’s option during that year has not exceeded the annual put limitation for that year, any notes, or portions of notes, not accepted during that calendar year because of the individual put limitation will be accepted in the order all such notes, or portions of notes, were delivered, to the extent that any such acceptance would not trigger the annual put limitation for such calendar year.

Any note or portion of a note accepted for repayment pursuant to exercise of the survivor’s option will be repaid no later than the next following scheduled interest payment date for the affected notes which is at least 20 calendar days after the date of acceptance (in the case of a zero-coupon note, the repayment schedule will be set forth on the applicable pricing supplement). If that date is not a business day, payment will be made on the next succeeding business day. Each note or portion of a note delivered for repayment that is not accepted in any calendar year due to the application of the annual put limitation or the individual put limitation will be deemed to be delivered in the following calendar year in the order in which all such notes were originally delivered, unless any such note or portion of a note is withdrawn by the representative for the deceased beneficial owner.

In the event that a note or portion of a note delivered for repayment pursuant to valid exercise of the survivor’s option is not accepted because of the application of the annual put limitation or the individual put limitation, the Trustee will deliver a notice by first-class mail to the representative of the deceased beneficial owner that states the reason that the note or portion of a note has not been accepted for repayment. Following receipt of such notice from the Trustee, the representative for the deceased beneficial owner may withdraw its exercise of the survivor’s option, but only with respect to the portion of such note that was not paid because of the application of the annual put limitation or the individual put limitation, as long as such withdrawal is received by the Trustee on the earlier of (i) 90 days from the date of receipt by the representative for the deceased beneficial owner of notice from the Trustee that the note or a portion of the note will not be accepted for repayment or (ii) the regular record date for the next scheduled interest payment date, if any, on the

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notes. Other than as described in the immediately preceding sentence, notes delivered upon exercise of the survivor’s option may not be withdrawn.

All questions as to the eligibility or validity of any exercise of the survivor’s option will be determined by us in our sole discretion. Our determination will be final and binding on all parties.

Beneficial Owner for Purposes of the Survivor’s Option

The death of a person owning a note in joint tenancy or tenancy by the entirety will be deemed the death of the beneficial owner of the note, and the entire principal amount of the note so held will be subject to the survivor’s option. The death of a person owning a note by tenancy in common will be deemed the death of the beneficial owner of a note only with respect to the deceased holder’s interest in the note so held by tenancy in common. However, if a note is held by husband and wife as tenants in common, the death of either will be deemed the death of the beneficial owner of the note, and the entire principal amount of the note so held will be subject to the survivor’s option. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a note will be deemed the death of the beneficial owner for purposes of the survivor’s option, regardless of the registered holder, if such beneficial interest can be established to the satisfaction of the Trustee and us. Such beneficial interest will be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Gifts to Minors Act, community property or other joint ownership arrangements between a husband and wife and trust arrangements where one person has substantially all of the beneficial ownership interest in the note during his or her lifetime.

How to Exercise the Survivor’s Option

In the case of repayment pursuant to the exercise of the survivor’s option, for notes represented by a global security, DTC or its nominee will be the holder of such note and therefore will be the only entity that can exercise the survivor’s option for such note. To obtain repayment pursuant to exercise of the survivor’s option with respect to a note represented by a global security, the representative must provide to the broker or other entity through which the beneficial interest in the note is held by the deceased owner:

• a written request for repayment signed by the representative, with the signature guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. (the “NASD”) or a commercial bank or trust company having an office or correspondent in the United States;

• appropriate evidence satisfactory to the Trustee and us that the representative has authority to act on behalf of the deceased beneficial owner, the death of the beneficial owner has occurred and the deceased was the owner of a beneficial interest in the note at the time of death;

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• instructions to the broker or other entity to notify DTC of its desire to obtain repayment pursuant to exercise of the survivor’s option;

• a detailed description of the note, including the CUSIP number; and

• the deceased’s social security number.

The broker or other entity will provide to the Trustee:

• a written request for repayment signed by the representative, with the signature guaranteed by a member firm of a registered national securities exchange or of the NASD or a commercial bank or trust company having an office or correspondent in the United States;

• appropriate evidence satisfactory to us and the Trustee that the representative has authority to act on behalf of the deceased beneficial owner, the death of the beneficial owner has occurred and the deceased was the owner of a beneficial interest in the note at the time of death;

• a certificate or letter satisfactory to the Trustee from the broker or other entity stating that it represents the deceased beneficial owner, and describing the deceased’s beneficial interest in the note; and

• a detailed description of the note, including the CUSIP number.

The broker or other entity will be responsible for disbursing any payments it receives pursuant to exercise of the survivor’s option to the appropriate representative. See “—Book-Entry; Delivery and Form.”

In order to validly exercise a survivor’s option for a certificated note (other than a global note) the representative must deliver to the Trustee the same information, noted above, to be delivered to the broker or other entity for exercise of such right for a global note (other than instructions to notify DTC), plus the note, a properly executed assignment of the note, and evidence of beneficial ownership of any note held in nominee name.

Payment of Additional Amounts

The notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided under this heading “Payment of Additional Amounts” and under the heading “—Redemption for Tax Reasons,” we will not be required to make any payment to holders of notes with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

If we decide to issue notes outside of the United States, either in whole or in part as part of a global note, and if we so indicate in the applicable pricing supplement, we will pay to the holder of any such note who is a person who is a Non-U.S. Holder (as defined in “United States Federal Taxation—Tax Consequences to U.S. Holders,” below)

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such additional amounts (the “Additional Amounts”) as may be necessary in order that every net payment in respect of the principal or interest, if any, on such note, after deduction or withholding by us or any Paying Agent for or on account of any present or future tax, assessment or governmental charge imposed upon or as a result of such payment by the United States or any political subdivision or taxing authority thereof or therein, will not be less than the amount provided for in the note to be then due and payable before any such deduction or withholding for or on account of any such tax, assessment or governmental charge; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply to:

(a) any tax, assessment or other governmental charge which would not have been so imposed but for:

• the existence of any present or former connection between the holder (or a fiduciary, settlor, beneficiary, member, or shareholder of, or holder of a power over, the holder, if the holder is an estate, trust, partnership or corporation) and the United States, including, without limitation, the holder (or the fiduciary, settlor, beneficiary, member, shareholder of, or holder of a power) being or having been a citizen or resident or treated as a resident being or having been engaged in a trade or business or being or having been present or having or having had a permanent establishment in the United States or

• the holder’s present or former status as a personal holding company or foreign personal holding company or controlled foreign corporation for United States federal income tax purposes or corporation which accumulates earnings to avoid United States federal income tax;

(b) any tax, assessment or other governmental charge which would not have been so imposed but for the presentation by the holder of the note for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

(c) any estate, inheritance, gift, sales, transfer, personal property or excise tax or any similar tax, assessment or governmental charge;

(d) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments in respect of principal of or interest, if any, on any note;

(e) any tax, assessment or other governmental charge imposed on interest received by a holder or beneficial owner of a note who actually or constructively owns 10% or more of the total combined voting power of all of our classes of stock entitled to vote within the meaning of Section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended;

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(f) any tax, assessment or other governmental charge imposed as a result of the failure to comply with:

• certification, information, documentation, reporting or other similar requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the note, if compliance is required by statute, or by regulation of the United States Treasury Department, as a precondition to relief or exemption from such tax, assessment or other governmental charge (including backup withholding); or

• any other certification, information, documentation, reporting or other similar requirements under United States income tax laws or regulations that would establish entitlement to otherwise applicable relief or exemption from such tax, assessment or other governmental charge;

(g) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of the principal of or interest, if any, on any note, if such payment can be made without such withholding by at least one other Paying Agent; or

(h) any combination of items (a), (b), (c), (d), (e), (f) or (g), nor will such Additional Amounts be paid to any holder who is a fiduciary or partnership or other than the sole beneficial owner of the note to the extent a settlor or beneficiary with respect to the fiduciary or a member of such partnership or a beneficial owner of the note would not have been entitled to payment of the Additional Amounts had the beneficiary, settlor, member or beneficial owner been the holder of the note.

As used under this heading “Payment of Additional Amounts” and under the headings “—Redemption for Tax Reasons” and “United States Federal Taxation—Tax Consequences to Non-United States Persons,” the term “United States” means the United States of America (including the States and the District of Columbia) and its territories, its possessions and other areas subject to its jurisdiction.

Redemption for Tax Reasons

If, as a result of:

• any change in or amendment to the laws (including any regulations or rulings promulgated thereunder) of the United States or any political subdivision affecting taxation, which becomes effective after the issue date of the first note of the applicable tranche or series;

• any change in or amendment to the official application or interpretation of such laws, which change, amendment, application or interpretation is announced or becomes effective after the issue date of the first note of the applicable tranche or series; or

• any action taken by any taxing authority of the United States which

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action is taken or becomes generally known after the issue date of the first note of the applicable tranche or series, or any commencement of a proceeding in a court of competent jurisdiction in the United States after such date, whether or not such action was taken or such proceeding was brought with respect to us;

we, in the written opinion of independent legal counsel of recognized standing addressed to us, become obligated to pay Additional Amounts (as described above under “— Payment of Additional Amounts”), and we, in our business judgment, determine that such obligation cannot be avoided by the use of reasonable measures available to us, not including assignment of the notes, the notes of any affected tranche or series may be redeemed, as a whole but not in part, at our option at any time thereafter, upon notice to the Trustee and the holders of the notes in accordance with the provisions of the Indenture at a redemption price equal to 100% of the principal amount (or Amortized Face Amount in the case of an original issue discount note) of the notes to be redeemed together with accrued interest thereon to the date fixed for redemption.

Subordinated Guarantee

The payment obligations with respect to any notes issued hereunder will be fully and unconditionally guaranteed by a subordinated guarantee of MFC as described below under “Description of the Subordinated Guarantee.” MFC’s obligations under the subordinated guarantee will be unsecured and will be subordinated in right of payment to the prior payment in full of all other obligations of MFC, except for other guarantees or obligations of MFC which by their terms are designated as ranking equally in right of payment with or subordinate to MFC’s guarantee of the notes.

ADDITIONAL TERMS FOR FLOATING RATE NOTES

Unless otherwise specified in the applicable pricing supplement, the floating interest rate notes described in this prospectus (the “Floating Rate Notes”) will be issued as described below, and the applicable pricing supplement will specify certain terms of the particular Floating Rate Note that is being delivered pursuant to that pricing supplement, including:

• the fact that the note is a Floating Rate Note,

• the interest rate basis or bases,

• the index maturity,

• the Spread, if any,

• the day count convention,

• the initial interest rate,

• the interest reset periods,

• the interest reset dates, and

• the maximum interest rate and the minimum interest rate, if any.

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Interest Accrual and Payments

Interest on Floating Rate Notes will be payable in arrears on each interest payment date and at maturity. The dates specified in the applicable pricing supplement under the heading “Interest Payment Frequency and Dates” are the dates on which interest will be payable. If any interest payment date, other than an interest payment date at maturity, is a day that is not a business day (or in the case of a LIBOR note, a day that is not a London business day, as defined below), the interest payment date will be postponed to the next succeeding day that is a business day (or in the case of a LIBOR note, a day that is the next succeeding London business day) and, unless otherwise specified in the applicable pricing supplement, interest shall continue to accrue until paid or made available for payment. If the maturity of the note falls on a day that is not a business day (or in the case of a LIBOR note, a day that is not a London business day), we will make the required payment of principal and interest on the next succeeding business day (or in the case of a LIBOR note, a day that is the next succeeding London business day); however, no additional interest on such payment will accrue for the period from and after the maturity date. However, in the case of a LIBOR note only, if an interest payment date or payment at maturity falls on a day that is not a London business day and the next London business day falls in the next calendar month, the payment date will be the immediately preceding day which is a London business day.

As used in this prospectus, “London business day” means any day, other than a Saturday or Sunday, which is both a business day (as defined in “Description of Notes—Glossary”) and a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

Interest payments on each $1,000 principal amount of Floating Rate Notes will equal the amount of interest accrued from and including the immediately preceding interest payment date in respect of which interest has been paid or made available for payment, or from and including the issue date if no interest has been paid or made available for payment, to but excluding the related interest payment date or maturity date, as the case may be.

With respect to each $1,000 principal amount of Floating Rate Notes, accrued interest is calculated by multiplying the principal amount by the applicable interest rate per annum, then prorating that product by the applicable Day Count Convention, as defined below, specified in the applicable pricing supplement. For example, in the case of Treasury Rate notes, if the applicable Day Count Convention is specified as “Actual/365(Fixed),” then the product obtained by multiplying the principal amount by the applicable interest rate per annum would be multiplied, in turn, by the actual number of days in the applicable Interest Reset Period, as defined below, and then divided by 365. Unless otherwise specified in the applicable

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pricing supplement, the applicable Day Count Convention for Treasury Rate notes will be “Actual/365 (Fixed)” and the applicable Day Count Convention for CD Rate notes, LIBOR notes and Prime Rate notes will be “30/360.”

Unless a different definition is specified in a particular pricing supplement, the following “Day Count Conventions” shall have the following meanings:

(i) “Actual/365 (Fixed)” means the actual number of days in the applicable Interest Reset Period divided by 365;

(ii) “Actual/Actual (Historical)” means the actual number of days in the applicable Interest Reset Period divided by 365 (or, if any portion of the applicable Interest Reset Period falls in a leap year, the sum of (A) the actual number of days in that portion of the applicable Interest Reset Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the applicable Interest Reset Period falling in a non-leap year divided by 365);

(iii) “30/360” means the number of days in the applicable Interest Reset Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months (unless (a) the last day of the applicable Interest Reset Period is the 31st day of a month but the first day of the applicable Interest Reset Period is a day other than the 30th or 31st day of a month, in which case the month that includes that last day shall not be considered to be shortened to a 30-day month, or (b) the last day of the applicable Interest Reset Period is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month)); and

(iv) “Actual/360” means the actual number of days in the applicable Interest Reset Period divided by 360.

If a pricing supplement specifies a Day Count Convention other than one defined above, that pricing supplement will include the relevant definition.

Interest Rate Determinations

Each $1,000 principal amount of Floating Rate Notes will bear interest from the issue date at the applicable interest rates determined in accordance with the procedures described in this prospectus and the applicable pricing supplement. The interest rate in effect for the period from the issue date to but excluding the first interest payment date will be the initial interest rate set forth in the applicable pricing supplement. The interest rate will be reset on each Interest Reset Date, as defined below,

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commencing with the first Interest Reset Date specified in the applicable pricing supplement. The interest rate determined on an Interest Reset Date will be effective for the Interest Reset Period commencing on (and including) that day and ending on (and including) the day immediately preceding the next following Interest Reset Date.

As reset on each Interest Reset Date, the interest rate borne by each $1,000 principal amount of Floating Rate Notes shall be determined by reference to the Interest Rate Basis, as defined below, specified in the applicable pricing supplement, plus or minus the Spread, as defined below, specified in the applicable pricing supplement, subject to the Maximum Interest Rate and/or Minimum Interest Rate (if any) specified in the applicable pricing supplement.

As used in this prospectus, the “Interest Rate Basis” means the CD Rate, CMT Rate, CP Rate, Federal Funds Rate, LIBOR, Prime Rate or Treasury Rate, each as defined below. (We may also issue notes with interest rates based on the Consumer Price Index, as described below, or based on another index or basis described in the applicable pricing supplement.)

As used in this prospectus, the “Spread” means the amount (if any) of basis points which is to be added to or subtracted from the Interest Rate Basis, as specified in the applicable pricing supplement.

Interest Reset Periods and Interest Reset Dates

Each applicable pricing supplement will specify whether the rate of interest on the related Floating Rate Notes will be reset daily, weekly, monthly, quarterly, semi-annually, annually or at another interest reset period (the “Interest Reset Period”). Unless otherwise specified in the applicable pricing supplement, the Interest Reset Period for the related Floating Rate Notes shall be the period from and including the most recent Interest Reset Date to but excluding the immediately succeeding Interest Reset Date or maturity date, as the case may be.

The dates specified in the applicable pricing supplement under the heading “Interest Reset Dates” are the dates on which the interest rate will be reset, and each is referred to as an “Interest Reset Date”. Unless otherwise specified in the applicable pricing supplement, when an Interest Reset Date for Floating Rate Notes (other than CPI Notes, as defined in “Additional Terms for Notes with Interest Rate Based on CPI—Calculation of the Interest Rate Based on CPI”), would otherwise be a day that is not a business day (or in the case of a LIBOR note, a day that is not a London business day), the applicable Interest Reset Date will be postponed to the next succeeding day that is a business day (or in the case of a LIBOR note, a day that is the next succeeding London business day). However, in the case of a LIBOR note only, if an Interest Reset Date is not a London business day and the

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next London business day falls in the next calendar month, the Interest Reset Date will be the immediately preceding day which is a London business day. Unless otherwise specified in the applicable pricing supplement, the Interest Reset Dates will be, in the case of Floating Rate Notes that reset:

• daily, each business day;

• weekly, a business day in each week as specified in the applicable pricing supplement;

• monthly, a business day in each month as specified in the applicable pricing supplement;

• quarterly, a business day in each third month as specified in the applicable pricing supplement;

• semi-annually, a business day in each sixth month as specified in the applicable pricing supplement; and

• annually, a business day in one month each year as specified in the applicable pricing supplement.

Maximum and Minimum Interest Rates

The pricing supplement applicable to each tranche of Floating Rate Notes will specify whether or not the Floating Rate Notes of that tranche are subject to either a Maximum Interest Rate or a Minimum Interest Rate. If either or both apply, the pricing supplement will specify the applicable Maximum and/or Minimum rates. For example, if a pricing supplement specifies that a tranche of Floating Rate Notes has a Maximum Interest Rate of 6.00% per annum, then for any Interest Reset Date should the result of the Interest Rate Basis and the Spread exceed the Maximum Interest Rate, the interest rate applicable to the Floating Rate Notes for that Interest Reset Period would be the Maximum Interest Rate of 6.00% per annum. Conversely, if a pricing supplement specifies that a tranche of Floating Rate Notes has a Minimum Interest Rate of 1.50% per annum, then for any Interest Reset Date should the result of the Interest Rate Basis and the Spread be less than the Minimum Interest Rate, the interest rate applicable to the Floating Rate Notes for that Interest Reset Period would be the Minimum Interest Rate of 1.50% per annum.

Calculation Agent

Unless otherwise specified in the applicable pricing supplement, JPMorgan Chase Bank, N.A., will be the calculation agent and will determine the applicable interest rate on each Interest Reset Date. Upon the request of the holder of Floating Rate Notes, the calculation agent will provide the interest rate then in effect (when available). All determinations made by the calculation agent will be at the sole discretion of the calculation agent and, absent manifest error, will be conclusive for all purposes and binding on the Issuer and beneficial owners of the Floating Rate Notes. All percentages resulting from any calculation on the Floating Rate Notes will be rounded to the nearest one

41

hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards. For example, 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655). All dollar amounts used in or resulting from this calculation will be rounded to the nearest cent with one-half cent being rounded upwards.

Certain Definitions

Unless a different definition is specified in a particular pricing supplement, the following terms shall have the following meanings:

“CD Rate” means:

(1) the rate reported for the second business day preceding the applicable Interest Reset Date for “CDs (secondary market)” having a maturity closest to the Index Maturity specified in the applicable pricing supplement, as published in the H.15 Daily Update on the Interest Reset Date or if not published on such date then as published on a business day which is closest to, but not more than four business days subsequent to, the Interest Reset Date, or

(2) if the H.15 Daily Update is not published on the Interest Reset Date or on any of the four business days immediately following the Interest Reset Date, the rate reported for the second business day preceding the applicable Interest Reset Date for “CDs (secondary market)” having a maturity closest to the Index Maturity specified in the applicable pricing supplement, as published in H.15(519) on the Interest Reset Date, or if not published on such date then as published on a business day which is closest to, but not more than five business days subsequent to, the Interest Reset Date, or

(3) if the rate referred to in clause (2) is not published on the Interest Reset Date or on any of the five business days immediately following the Interest Reset Date, the rate calculated by the calculation agent, as of approximately 3:30 P.M., New York City time, on the fifth business day following that Interest Reset Date as the arithmetic mean of the secondary market offered rates (on the fifth business day following that Interest Reset Date) of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in New York City selected by the calculation agent, for negotiable certificates of deposit of major United States money center banks of the highest credit standing (in the market for negotiable certificates of deposit) with a remaining maturity closest

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to the Index Maturity specified in the pricing supplement and in a denomination of $1,000,000, or

(4) if the dealers selected by the calculation agent are not quoting offered rates as mentioned in clause (3), the CD Rate already in effect on the day preceding the Interest Reset Date, or in the case of the first Interest Reset Date the initial interest rate set forth in the applicable pricing supplement minus the Spread (if any).

“CMT Rate” means:

(1) the rate displayed on the Designated CMT Telerate Page, as defined below, under the caption “. . . Treasury Constant Maturities . . . Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.,” under the column for the Designated CMT Maturity Index, as defined below, for (a) the second business day preceding the applicable Interest Reset Date, if the Designated CMT Telerate Page is 7051, or (b) the week or the month, as applicable, ended immediately preceding the week in which the Interest Reset Date occurs, if the Designated CMT Telerate Page is 7052, or

(2) if the relevant information in clause (1) is no longer published, or not published by 3:00 P.M., New York City time, on the Interest Reset Date, then the CMT Rate will be the Treasury Constant Maturity rate for the Designated CMT Maturity Index or other United States Treasury rate for the Designated CMT Maturity Index on the Interest Reset Date as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the calculation agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in the relevant H.15(519), or

(3) if the information described in clause (2) is not provided by 3:00 P.M., New York City time, on the Interest Reset Date, then the calculation agent will determine the CMT Rate to be a yield to maturity, based on the arithmetic mean of the secondary market closing offer side prices as of approximately 3:30 P.M., New York City time, on the Interest Reset Date, reported, according to their written records, by three leading primary United States government securities dealers, which we refer to as “reference dealers,” in New York City, selected by the calculation agent as described in the following sentence. The calculation agent will select five reference dealers, after consultation with us, and

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will eliminate the highest quotation or, in the event of equality, one of the highest, and the lowest quotation or, in the event of equality, one of the lowest, for the most recently issued direct noncallable fixed rate obligations of the United States, which are commonly referred to as “Treasury notes,” with an original maturity of approximately the Designated CMT Maturity Index and a remaining term to maturity of not less than that Designated CMT Maturity Index minus one year. If two Treasury notes with an original maturity as described above have remaining terms to maturity equally close to the Designated CMT Maturity Index, the quotes for the Treasury note with the shorter remaining term to maturity will be used. If the calculation agent cannot obtain three Treasury notes quotations, the calculation agent will determine the CMT Rate to be a yield to maturity based on the arithmetic mean of the secondary market offer side prices as of approximately 3:30 P.M., New York City time, on the Interest Reset Date of three reference dealers in New York City, selected using the same method described above, for Treasury notes with an original maturity equal to the number of years closest to but not less than the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated CMT Maturity Index and in an amount of at least $100,000,000. If three or four (and not five) of the reference dealers are quoting as described above, then the CMT Rate will be based on the arithmetic mean of the offer prices obtained and neither the highest nor the lowest of those quotes will be eliminated. If fewer than three reference dealers selected by the calculation agent are quoting as described above, the CMT Rate will remain the CMT Rate for the immediately preceding interest reset period, or, in the case of the first Interest Reset Period, the initial interest rate set forth in the applicable pricing supplement minus the Spread (if any).

“CP Rate” means:

(1) the Money Market Yield, calculated as described below, of the rate reported for the second business day preceding the applicable Interest Reset Date for commercial paper having a maturity closest to the Index Maturity specified in the applicable pricing supplement, as that rate is published in the H.15 Daily Update under the heading “Commercial Paper—Nonfinancial” on the Interest Reset Date, or if not published on such date then as published on a

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business day which is closest to, but not more than four business days subsequent to, the Interest Reset Date, or

(2) if the above rate is not published on the Interest Reset Date or on any of the four business days immediately following the Interest Reset Date, the rate reported for the second business day preceding the applicable Interest Reset Date for commercial paper having a maturity closest to the Index Maturity specified in the applicable pricing supplement as published in the H.15(519) under the heading “Commercial Paper—Nonfinancial” on the Interest Reset Date, or if not published on such date then as published on a business day which is closest to, but not more than five business days subsequent to, the Interest Reset Date, or

(3) if the rate referred to in clause (2) is not published on the Interest Reset Date or on any of the five business days immediately following the Interest Reset Date, the rate calculated by the calculation agent, as of approximately 3:30 P.M., New York City time, on the fifth business day following that Interest Reset Date as the arithmetic mean of the secondary market offered rates as of 11:00 A.M., New York City time, on the fifth business day following that Interest Reset Date of three leading dealers of commercial paper in New York City selected by the calculation agent, for commercial paper (a) of the highest credit ratings from at least two nationally recognized statistical rating agencies and (b) with a remaining maturity closest to the Index Maturity specified in the applicable pricing supplement, or

(4) if the dealers selected by the calculation agent are not quoting as set forth in clause (3), the CP Rate will remain the rate already in effect on the day preceding Interest Reset Date, or, in the case of the first Interest Reset Period, the initial interest rate set forth in the applicable pricing supplement minus the Spread (if any).

“Federal Funds Rate” means:

(1) the rate reported for the second business day preceding the applicable Interest Reset Date for federal funds as published in the H.15 Daily Update on the Interest Reset Date under the heading “Federal Funds/Effective Rate,” or if not published on such date then as published on a business day which is the closest to follow, but not more than four business days subsequent to, the Interest Reset Date, or

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(2) if the above rate is not published on the Interest Reset Date or on any of the four business days immediately following the Interest Reset Date, the rate reported for the second business day preceding the applicable Interest Reset Date for federal funds as published in H.15(519) under the heading “Federal Funds (Effective)” as displayed on Moneyline Telerate, Inc., or any successor service, on page 120 or any other page as may replace the applicable page on that service, which is commonly referred to as “Telerate Page 120,”

(3) if the rate referred to in clause (2) is not published on the Interest Reset Date or on any of the five business days immediately following the Interest Reset Date, the rate calculated by the calculation agent, as of approximately 3:30 P.M., New York City time, on the fifth business day following that Interest Reset Date as the arithmetic mean of the rates for the last transaction in overnight federal funds by each of three leading brokers of federal funds transactions in New York City selected by the calculation agent, after consultation with us, on the fifth business day following that Interest Reset Date, or

(4) if the brokers selected by the calculation agent are not quoting as set forth in clause (3), the Federal Funds Rate will remain the rate already in effect on the day preceding the Interest Reset Date, or, in the case of the first Interest Reset Period, the initial interest rate set forth in the applicable pricing supplement minus the Spread (if any).

“LIBOR” means:

(1) the rate reported by the London interbank market as of 11:00 A.M. London time on the second London business day preceding the applicable Interest Reset Date for deposits in U.S. dollars by prime banks for a period of time closest to the Index Maturity specified in the applicable pricing supplement, as published on page 3750 (or any successor page) of the Moneyline Telerate (or any successor service) display on the applicable Interest Reset Date, or if not published on such date then as published on a business day which is closest to, but not more than four business days subsequent to, the Interest Reset Date, or as published at such times on any successor service or page used for the purpose of displaying the London interbank offered rates of major banks for U.S. dollar deposits, or

(2) if the rate referred to in clause (1) is not published on the Interest Reset Date or on any of the four

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London business days immediately following the Interest Reset Date, the rate reported as the “CLOSE/ASK/YIELD” for deposits in U.S. dollars by prime banks as of the second London business day preceding the applicable Interest Reset Date for a period of time closest to the Index Maturity specified in the applicable pricing supplement, as published by the Bloomberg Financial Markets Service (or any successor service) on the Interest Reset Date or if not published on such date then as published on a London business day which is closest to, but not more than five business days subsequent to, that Interest Reset Date, or

(3) if the rate referred to in clause (2) is not published on the Interest Reset Date or on any of the five London business days immediately following the Interest Reset Date, the rate calculated by the calculation agent, as of approximately 11:00 A.M. New York City time on the sixth London business day following that Interest Reset Date, as the arithmetic mean of the rates for loans in U.S. dollars offered as of the close of business (London time) on the sixth business day following that Interest Reset Date by four banks selected by the calculation agent to prime banks in the London interbank market based on a principal amount equal to an amount that is representative of a single transaction in U.S. dollars in the market at the time for a term closest to the Index Maturity specified in the applicable pricing supplement, or

(4) if the banks selected by the calculation agent are not quoting as mentioned in clause (3), the LIBOR already in effect on the day preceding the Interest Reset Date, or in the case of the first Interest Reset Date the initial interest rate set forth in the applicable pricing supplement minus the Spread (if any).

“Prime Rate” means:

(1) the rate reported for the second business day preceding the applicable Interest Reset Date for a “Bank prime loan”, as published in the H.15 Daily Update on the Interest Reset Date or if not published on such date then as published on a business day which is closest to, but not more than four business days subsequent to, the Interest Reset Date, or

(2) if the H.15 Daily Update is not published on the Interest Reset Date or on any of the four business days immediately following the Interest Reset Date, the rate reported for the second business day preceding the applicable Interest Reset Date for

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a “Bank prime loan”, as published in H.15(519) on the Interest Reset Date, or if not published on such date then as published on a business day which is closest to, but not more than five business days subsequent to, the Interest Reset Date, or

(3) if the rate referred to in clause (2) is not published on the Interest Reset Date or on any of the five business days immediately following the Interest Reset Date, the rate reported on the fifth business day following that Interest Reset Date, as the “Bloomberg Prime” for the fifth business day following that Interest Reset Date appearing on the Bloomberg Financial Markets Service (or any successor service) screen page “Prime Rate By Top Banks” (or any successor page), or

(4) if the rate referred to in clause (3) is not published on the fifth business day immediately following the Interest Reset Date, the rate calculated by the calculation agent, as of approximately 3:30 P.M. New York City time on the fifth business day following that Interest Reset Date, as the arithmetic mean of the prime rates quoted on the fifth business day following that Interest Reset Date by three major banks in New York City, which may include the calculation agent or its affiliates, selected by the calculation agent, or

(5) if the banks selected by the calculation agent are not quoting as mentioned in clause (4), the Prime Rate already in effect on the day preceding the Interest Reset Date, or in the case of the first Interest Reset Date the initial interest rate set forth in the applicable pricing supplement minus the Spread (if any).

“Treasury Rate” means:

(1) the Bond Equivalent Yield of the rate reported for the second business day preceding the applicable Interest Reset Date for “Treasury bills (secondary market)” having a maturity closest to the Index Maturity specified in the applicable pricing supplement, as published in the H.15 Daily Update on the Interest Reset Date, or if not published on such date then as published on a business day which is closest to, but not more than four business days subsequent to, the Interest Reset Date, or

(2) if the H.15 Daily Update is not published on the Interest Reset Date or on any of the four business days immediately following the Interest Reset Date, the Bond Equivalent Yield of the daily rate reported for the second business day preceding the

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applicable Interest Reset Date for “Treasury bills (secondary market)” having a maturity closest to the Index Maturity specified in the applicable pricing supplement, as published in H.15(519) on the Interest Reset Date, or if not published on such date then as published on a business day which is closest to, but not more than five business days subsequent to, the Interest Reset Date, or

(3) if the rate referred to in clause (2) is not published on the Interest Reset Date or on any of the five business days immediately following the Interest Reset Date, the rate from the auction most recently preceding the Interest Reset Date of direct obligations of the United States having a maturity closest to the Index Maturity specified in the applicable pricing supplement, as reported under the caption “INVESTMENT RATE” on the display on Moneyline Telerate or any successor service on page 56 or any other page as may replace page 56 on that service or page 57 or any other page as may replace page 57 on that service, or

(4) if the rate referred to in clause (3) is not published on the related Interest Reset Date or on any of the five business days immediately following the Interest Reset Date, the rate calculated by the calculation agent, as of approximately 3:30 P.M., New York City time, on the fifth business day following that Interest Reset Date, as the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates (on the fifth business day following that Interest Reset Date) of three primary United States government securities dealers, which may include the calculation agent or its affiliates, selected by the calculation agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified in the applicable pricing supplement, or

(5) if the dealers selected by the calculation agent are not quoting as mentioned in clause (4), the Treasury Rate already in effect on the day preceding the Interest Reset Date, or in the case of the first Interest Reset Date the initial interest rate set forth in the applicable pricing supplement minus the Spread (if any).

“Bond Equivalent Yield” means a yield calculated in accordance with the following formula and expressed as a percentage:

Bond Equivalent Yield =	D x N	X 100
	360 - (D x M)

where “D” refers to the applicable per annum rate for Treasury Bills quoted on a

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bank discount basis and expressed as a decimal, “N” refers to 365 and “M” refers to the actual number of days in the applicable interest period.

“Designated CMT Maturity Index” means the original period to maturity of the U.S. Treasury securities, which is either 1, 2, 3, 5, 7, 10, 20 or 30 years, specified in the applicable pricing supplement for which the CMT Rate will be calculated. If no maturity is specified in the applicable pricing supplement, the Designated CMT Maturity Index will be two years.

“Designated CMT Telerate Page” means the display on Moneyline Telerate, Inc., or any successor service, on the page designated in the applicable pricing supplement or any other page as may replace that page on that service for the purpose of displaying Treasury Constant Maturities as reported in H.15(519). If no page is specified in the applicable pricing supplement, the Designated CMT Telerate Page will be 7052, for the most recent week.

“H.15(519)” means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System, available through the world-wide-web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/current, or any successor site or publication.

“H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or any successor site or publication.

“Money Market Yield” means the yield calculated in accordance with the following formula:

Money Market Yield =	D x 360 x 100
	360 - (D x M)

where “D” refers to the applicable per year rate for commercial paper quoted on a bank discount basis and expressed as a decimal and “M” refers to the actual number of days in the interest period for which interest is being calculated.

ADDITIONAL TERMS FOR NOTES WITH INTEREST RATE BASED ON CPI

Calculation of the Interest Rate Based on CPI

If the pricing supplement so states, the amount of interest payable on the Floating Rate Notes issued pursuant to this prospectus and the applicable pricing supplement will be linked to changes in the CPI (such notes, the “CPI Notes”). The CPI is published monthly by the Bureau of Labor Statistics of the U.S. Department of Labor (“BLS”) and reported on Bloomberg CPURNSA or any successor service.

The interest rate for the CPI Notes being offered by this prospectus, for each

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Interest Reset Period during the term of the notes following the initial interest payment period, will be the sum of the Consumer Price Index Adjustment Rate plus the Spread. The Consumer Price Index Adjustment Rate for each Interest Reset Period will be determined as of the applicable interest rate determination date, as set forth in the applicable pricing supplement (“Interest Rate Determination Date”), pursuant to the following formula:

(CPIt – CPIt-12) / CPIt-12; where

CPIt = Current Index Level of CPI, as published on Bloomberg CPURNSA; and

CPIt-12 = Index Level of CPI for the month 12 months prior to CPIt.

The interest rate determined on an Interest Rate Determination Date will be the interest rate effective on the immediately following Interest Reset Date. In no case, however, will the interest rate for the CPI Notes be less than the Minimum Interest Rate, which is zero. The initial interest rate for a CPI Note will be set forth in the applicable pricing supplement.

CPIt for each Interest Reset Date is the CPI for the second calendar month prior to the applicable Interest Rate Determination Date as published and reported in the calendar month immediately prior to such Interest Rate Determination Date. For example, if CPI Notes were outstanding for the period from and including December 15, 2003 to but excluding January 15, 2004, CPIt would be the CPI for October 2003, which was 185.0, and CPIt-12 would be the CPI for October 2002, which was 181.3. The CPI for October 2003 was published by the BLS and reported on Bloomberg CPURNSA in November 2003, and the CPI for October 2002 was published and reported in November 2002. Unless otherwise specified in the applicable pricing supplement, when an Interest Reset Date for CPI Notes is not a business day, such Interest Reset Date will not change.

Consumer Price Index

The CPI for a particular month is published during the following month. The CPI is a measure of the average change in consumer prices over time for a fixed market basket of goods and services, including food, clothing, shelter, fuels, transportation, charges for doctors and dentists services, and drugs. In calculating the index, price changes for the various items are averaged together with weights that represent their importance in the spending of urban households in the United States. The contents of the market basket of goods and services and the weights assigned to the various items are updated periodically by the BLS to take into account changes in consumer expenditure patterns. The CPI is expressed in relative terms in relation to a time base reference period for which the level is set at 100.0. The base reference period for the CPI Notes is the 1982-1984 average.

If the CPI is not reported on Bloomberg CPURNSA for a particular month by 3:00 PM on an Interest Rate

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Determination Date, but has otherwise been published by the BLS, the calculation agent will determine the CPI as published by the BLS for such month using such other source as on its face, and after consultation with us, appears to accurately set forth the CPI, as published by the BLS.

In calculating CPIt and CPIt-12, the calculation agent will use the most recently available value of the CPI for any month, determined as described above on the applicable Interest Rate Determination Date, even if such value has been adjusted from a prior reported value for the relevant month. However, if a value of CPIt and CPIt-12 used by the calculation agent on any Interest Rate Determination Date to determine the interest rate on the CPI Notes (an “Initial CPI”) is subsequently revised by the BLS, the calculation agent will continue to use the Initial CPI, and the interest rate determined will not be revised. If the CPI is rebased to a different year or period, the base reference period for the CPI Notes will continue to be the 1982-1984 reference period as long as the 1982-1984 CPI continues to be published.

If, while the CPI Notes are outstanding, the CPI is discontinued or, if in the opinion of the BLS, as evidenced by a public release, and if concurred with by us, substantially altered, the applicable substitute index for the CPI Notes will be that chosen by the Secretary of the Treasury for the Department of Treasury’s Inflation-Linked Treasuries as described at 62 Federal Register 846-874 (January 6, 1997). If no such securities are outstanding, the substitute index for the CPI Notes will be determined by the calculation agent as directed by us in accordance with general market practice at the time, provided that the procedure for determining the resulting interest rate is administratively acceptable to the calculation agent.

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The following table sets forth the CPI from January 1998 to February 2005, as reported by the BLS.

Month	2005	2004	2003	2002	2001	2000	1999	1998
January	190.7	185.2	181.7	177.1	175.1	168.8	164.3	161.6
February	191.8	186.2	183.1	177.8	175.8	169.8	164.5	161.9
March		187.4	184.2	178.8	176.2	171.2	165.0	162.2
April		188.0	183.8	179.8	176.9	171.3	166.2	162.5
May		189.1	183.5	179.8	177.7	171.5	166.2	162.8
June		189.7	183.7	179.9	178.0	172.4	166.2	163.0
July		189.4	183.9	180.1	177.5	172.8	166.7	163.2
August		189.5	184.6	180.7	177.5	172.8	167.1	163.4
September		189.9	185.2	181.0	178.3	173.7	167.9	163.6
October		190.9	185.0	181.3	177.7	174.0	168.2	164.0
November		191.0	184.5	181.3	177.4	174.1	168.3	164.0
December		190.3	184.3	180.9	176.7	174.0	168.3	163.9

As previously stated, movements in the CPI that have occurred in the past are not necessarily indicative of changes that may occur in the future, which may be wider or more confined than those that have occurred historically.

Accrual and Payment of Interest

Interest payments on each $1,000 principal amount of the CPI Notes will equal the amount of interest accrued from and including the immediately preceding Interest Payment Date, or in the case of the first interest period from and including the issue date to but excluding the next Interest Payment Date, subject to the 30/360 day count convention, unless otherwise set forth in the applicable pricing supplement. Thereafter, each Interest Reset Period will be deemed to include 30 days for interest accrual purposes. Interest on the CPI Notes will be payable in arrears on each Interest Payment Date and at maturity. If a scheduled Interest Payment Date does not fall on a business day, the interest payment will be made on the next succeeding business day, and no additional interest on that payment will accrue from the scheduled Interest Payment Date to the next succeeding business day on which the interest payment is made.

DESCRIPTION OF THE SUBORDINATED GUARANTEE

MFC, referred to in this prospectus as the guarantor, will guarantee payment in full to the holders of the notes to be issued hereunder. This subordinated guarantee will constitute a full and unconditional guarantee as to the payment of principal (and premium, if any) and interest, if any, and Additional Amounts, if any, on the notes as and when the same shall become due and payable whether at stated maturity, by declaration of acceleration, call for redemption or otherwise. Under the terms of the subordinated guarantee, the guarantor will be liable for the full amount of each payment under the notes. The subordinated guarantee will remain in effect until the entire principal of, and premium, if any, and interest, if any, and Additional Amounts, if any, on the notes shall have been paid in full. The subordinated guarantee will constitute a full and unconditional guarantee of payment and not of collection. This means that the holder of the notes may sue the guarantor to enforce its rights under the subordinated guarantee without first suing any other person or entity. There is no charge or cost to you for receiving the subordinated guarantee.

The subordinated guarantee for the notes will be issued pursuant to a subordinated guarantee dated             , 2005, whereby MFC will become guarantor.

Unless otherwise set forth herein, the subordinated guarantee of MFC applicable to the notes issued by JHLIC will constitute an unsecured obligation of MFC as guarantor, and will be subordinated in right of payment to the prior payment in full of all other

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obligations of MFC, except for other guarantees or obligations of MFC which by their terms are designated as ranking equally in right of payment with or subordinate to MFC’s guarantee of the notes, and effectively rank senior to MFC’s preferred and common shares. As a result, in the event of the guarantor’s bankruptcy, liquidation, dissolution, winding-up or reorganization or upon acceleration of any series of debt securities or other financial obligations due to an event also triggering payment obligations on other debt, the guarantor’s assets will be available to pay its obligations on the subordinated guarantee only after all secured indebtedness and other indebtedness senior to the subordinated guarantee has been paid in full. There may not be sufficient assets remaining to pay amounts due on all or any portion of the subordinated guarantee.

It is expected that the issuance of the subordinated guarantee by MFC will relieve us of our obligation to file with the SEC annual, quarterly and current reports on Form 10-K, Form 10-Q and Form 8-K, respectively, and thereby save us the expense of being an SEC reporting company. MFC, the company that is providing the subordinated guarantee, is the ultimate parent of all of the companies in the John Hancock group of companies, including us. MFC is a company organized under the laws of Canada and its common shares are listed principally on the Toronto Stock Exchange and the New York Stock Exchange. MFC files with the SEC annual and current reports on Forms 40-F and 6-K, respectively. JHLIC is included in the consolidated financial statements contained in MFC’s SEC reports in a footnote containing condensed consolidating financial information with separate columns for MFC, JHLIC and other subsidiaries of MFC, together with consolidating adjustments.

The subordinated guarantee of the notes by MFC will be governed by the laws of the State of New York. The subordinated guarantee will provide that any claim or proceeding brought by a holder to enforce the obligations of MFC, as guarantor, may be brought in a court of competent jurisdiction in the Borough of Manhattan, City and State of New York, and that MFC submits to the non-exclusive jurisdiction of such courts in connection with such claim or proceeding. MFC has designated John Hancock Life Insurance Company of New York (formerly known as The Manufacturers Life Insurance Company of New York), 100 Summit Lake Drive, 2^nd Floor, Valhalla, New York 10595, as its authorized agent upon whom process may be served in any legal action or proceeding against MFC arising out of or in connection with the subordinated guarantee. All payments on the notes by the guarantor under the subordinated guarantee will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Government of Canada, or any province, territory or political subdivision thereof, or any authority therein or thereof having power

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to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges by the guarantor is required by law or by the administration or interpretation of such law. At the present time, amounts paid by the guarantor as, on account or in lieu of payment of, or in satisfaction of, interest on the notes to a non-resident of Canada may be subject to Canadian withholding tax. In that event, the guarantor will pay such additional amounts as may be necessary in order that the net amounts received by the holders of the notes after such withholding or deduction shall equal the respective amounts which would have been receivable in respect of the notes in the absence of such withholding or deduction (“Guarantor Additional Amounts”), except as described herein and except that no such Guarantor Additional Amounts shall be payable with respect to any note presented for payment:

(a) by or on behalf of a holder who is liable for such taxes, duties, assessments or governmental charges in respect of such note (i) by reason of his being a person with whom JHLIC or the guarantor is not dealing at arm’s length for the purposes of the Income Tax Act (Canada), or (ii) by reason of his having a connection with Canada or any province or territory thereof other than the mere holding, use or ownership or deemed holding, use or ownership of such note;

(b) by or on behalf of a holder who would not be liable for or subject to such withholding or deduction by making a claim for exemption to the relevant tax authority; or

(c) more than 10 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to Guarantor Additional Amounts on presenting the same for payment on the last day of such period of 10 days.

As used herein, “Relevant Date” shall mean whichever is the later of (a) the date on which such payment first becomes due, or (b) if the full amount of the moneys payable has not been received by a depository on or prior to such date, the date on which the full amount of such moneys shall have been so received, notice to that effect having been duly provided in accordance with the terms of the notes.

UNITED STATES FEDERAL TAXATION

General

In the opinion of our counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., subject to the limitations and qualifications described below, the following are the material United States federal income and certain estate tax consequences of the ownership and disposition of the notes by an original holder purchasing notes at the “issue price” (as defined below) and holding the

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notes as capital assets within the meaning of Section 1221 of the United States Internal Revenue Code of 1986, as amended (the “Code”). The following does not discuss all United States federal income tax consequences that may be applicable to you. In particular, if you are:

• a financial institution;

• an insurance company;

• a dealer in securities;

• a person holding notes as part of a “straddle,” conversion transaction, hedging or other integrated transaction;

• a U.S. Holder (as defined below) whose functional currency (as defined in Section 985 of the Code) is not the U.S. dollar;

• a partnership, or other entity classified as a partnership for United States federal income tax purposes; or

• a person subject to the alternative minimum tax,

you may be subject to special rules. In the case of a partnership holding the notes, the tax treatment of a partner will depend on the status of the partner and the tax treatment of the partnership. In addition, the United States federal income tax consequences of a particular note will depend, in part, on the terms of the note.

We advise you to consult your own tax advisors with regard to the application of the United States federal income and estate tax laws to your particular situation and any tax consequences arising under the laws of any state, local or foreign tax jurisdiction.

These opinions are based on the Code, United States Treasury Regulations (including proposed and temporary regulations) promulgated under the Code, rulings, official pronouncements and judicial decisions as of the date of this prospectus. You should know that the authorities on which these opinions are based are subject to change or differing interpretations, which could apply retroactively, and could result in United States federal income tax consequences for you that are different from those discussed below.

Tax Consequences to U.S. Holders

For purposes of the following discussion, “U.S. Holder” means a beneficial owner of a note that is for United States federal income tax purposes:

• a citizen or resident of the United States;

• a corporation, or other entity treated as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof;

• an estate the income of which is subject to United States federal income taxation regardless of its source; or

• a trust if (a) a court within the United States is able to exercise primary supervision over the administration of

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the trust and (b) one or more United States persons have authority to control all substantial decisions of the trust; as well as certain trusts that have made valid elections to be treated as United States persons.

The term U.S. Holder also includes certain former citizens of the United States. A “Non-United States Person” is a person who is not a U.S. Holder.

Payments of Interest

Stated interest on a note will be taxable to a U.S. Holder as ordinary interest income at the time it is accrued or is received in accordance with the U.S. Holder’s method of accounting for federal income tax purposes unless such holder is tax exempt.

All payments of interest on a note that matures one year or less from its date of issuance will be included in the stated redemption price at the maturity of the note and will be taxed in the manner described below under “—Original Issue Discount Notes”.

Special rules governing the treatment of interest paid with respect to original issue discount notes (as defined below) are described under “—Original Issue Discount Notes” below.

Original Issue Discount Notes

The following opinions are generally based upon the Treasury Regulations concerning the treatment of debt instruments issued with original issue discount (the “OID Regulations”). Under the OID Regulations, a note that has an “issue price” that is less than its stated redemption price at maturity will be considered to have been issued at an original issue discount, subject to the de minimis rule discussed below. The “issue price” of a note is equal to the first price to the public (not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers) at which a substantial amount of the notes is sold for money. The stated redemption price at maturity of a note is equal to the sum of all payments to be made on the note other than “qualified stated interest” payments. With respect to a note, “qualified stated interest” is stated interest unconditionally payable in cash or property (other than our debt instruments) at least annually during the entire term of the note and equal to the outstanding principal balance of the note multiplied by a single fixed rate of interest.

Notwithstanding the definition of original issue discount above, a note will not be considered to have been issued with an original issue discount if the amount of such original issue discount is less than a slight amount generally equal to 0.25% of the stated redemption price at maturity multiplied by the number of complete years to maturity. Holders of notes with less than a slight amount of original issue discount will be required to include such original issue discount in income, as

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capital gain, on a pro rata basis as principal payments are made on the note.

A U.S. Holder of an original issue discount note (other than certain U.S. Holders of Short-Term Original Issue Discount Notes, as defined below) will be required to include qualified stated interest in income at the time it is received or accrued in accordance with such U.S. Holder’s method of accounting.

A U.S. Holder of an original issue discount note that matures more than one year from its date of issuance will be required to include original issue discount in income as it accrues, in accordance with a constant yield method based on a compounding of interest, before the receipt of cash payments attributable to such income. The amount of original issue discount includible in income will be equal to the sum of the “daily portions” of the original issue discount for each day during the taxable year on which the U.S. Holder held such note. The “daily portion” is the original issue discount for the “accrual period” that is allocated ratably to each day in the accrual period. The original issue discount for an accrual period will be equal to the excess, if any, of (a) the product of the “adjusted issue price” of an original issue discount note at the beginning of such accrual period and its “yield to maturity” over (b) the amount of any qualified stated interest allocable to the accrual period. The “accrual period” is any period not to exceed one year provided that each payment of principal or interest occurs either on the first or the final day of the accrual period. We will specify the accrual period we intend to use in the applicable pricing supplement but a U.S. Holder is not required to use the same accrual period for purposes of determining the amount of original issue discount includible in its income for a taxable year. The adjusted issue price of a note at the beginning of an accrual period will be equal to the issue price of the note, increased by the aggregate amount of original issue discount with respect to the note that accrued in prior accrual periods and was previously includible in the income of a U.S. Holder, and reduced by the amount of any payments on the note in prior accrual periods other than payments of qualified stated interest. Under these rules, U.S. Holders will have to include in income increasingly greater amounts of original issue discount in successive accrual periods.

Under the OID Regulations, a U.S. Holder will have the option to make an election (the “Constant Yield Election”) to include in gross income all interest that accrues on a note (including stated interest, original issue discount and a slight amount of original issue discount) in accordance with a constant yield method based on the compounding of interest. Special rules apply to such election and U.S. Holders considering such an election should consult their own tax advisors.

A cash method U.S. Holder of an original issue discount note that matures one year or less from its date of issuance

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(a “Short-Term Original Issue Discount Note”) is not required to accrue original issue discount on the note for United States federal income tax purposes unless it elects to do so. U.S. Holders who make such an election, U.S. Holders who report income for United States federal income tax purposes on the accrual method and certain other U.S. Holders, will be required to include original issue discount (including stated interest, if any) in income on such Short-Term Original Issue Discount Notes as it accrues on a straight-line basis, unless an election is made to use the constant yield method (based on a daily compounding). In the case of a U.S. Holder who is not required and does not elect to include original issue discount in income currently, any gain realized on the sale, exchange or redemption of the Short Term Original Issue Discount Note will be ordinary income to the extent of the original issue discount accrued. In addition, such U.S. Holder will be required to defer deductions for any interest paid on indebtedness incurred to purchase or carry Short-Term Original Issue Discount Notes in an amount not exceeding the deferred interest income, until such deferred interest income is recognized.

We may have the option to redeem certain notes prior to the maturity date, or a U.S. Holder may have the option to require the notes to be repaid prior to the maturity date (i.e., notes with a survivor’s option). Notes containing such features may be subject to rules that differ from the general rules discussed above. U.S. Holders intending to purchase notes with any such features should carefully examine the applicable pricing supplement and should consult with their own tax advisors with respect to such features.

United States Federal Income Taxation For Floating Rate Notes, Including CPI Linked Notes

We intend to treat Floating Rate Notes (including CPI linked notes) as “variable rate debt instruments,” for United States federal income tax purposes. Assuming these notes are so treated, under the OID Regulations, all stated interest on these notes would constitute qualified stated interest. In particular, the amount of qualified stated interest that accrues with respect to a Floating Rate Note during any accrual period would be determined under the rules applicable to fixed rate debt instruments by assuming that the qualified floating rate (i.e., the Interest Rate Basis plus the Spread) is a fixed rate equal to the value of the qualified floating rate (i.e., the Interest Rate Basis plus the Spread) as of the issue date. The qualified stated interest allocable to an accrual period would be increased (or decreased) if the interest actually paid during an accrual period exceeds (or is less than) the interest assumed to be paid during the accrual period pursuant to the foregoing rules.

Alternatively, it is possible that the United States Internal Revenue Service (“IRS”) could assert that the Floating Rate Notes are subject to special rules governing “contingent payment debt

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instruments” (“CPDIs”). If the IRS were successful in this assertion, U.S. Holders would be required to accrue original issue discount income, subject to adjustments, at the “comparable yield” (which is the yield at which we would issue a fixed rate debt instrument with terms and conditions similar to the notes) of the notes and any gain recognized with respect to the notes generally would be treated as ordinary income. Prospective investors are urged to consult their tax advisors regarding the tax consequences to them of purchasing the notes, including the possibility that the Floating Rate Notes could be treated as CPDIs.

Sale, Exchange or Redemption of the Notes

Upon the sale, exchange or redemption of a note, a U.S. Holder will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or redemption (other than amounts representing interest which will be treated as interest as described under “—Payments of Interest” above) and the U.S. Holder’s adjusted tax basis in the note. A U.S. Holder’s adjusted tax basis in a note will be the U.S. dollar cost of the note to the U.S. Holder, increased by the amount of any original issue discount previously includible in income by the U.S. Holder with respect to the note and reduced by any principal payments received by the U.S. Holder and, in the case of an original issue discount note, by the amounts of any other payments that do not constitute qualified stated interest.

Gain or loss realized on the sale, exchange or redemption of a note will be capital gain or loss (except in the case of a Short-Term Original Issue Discount Note, to the extent of any original issue discount not previously included in such U.S. Holder’s taxable income). Such gain will be long-term capital gain in the event the U.S. Holder has owned the note for more than one year. In addition, if the notes are modified in certain material respects, such modification may be treated as a sale or exchange of the notes for newly issued notes. Prospective investors should consult their tax advisors regarding the treatment of capital gains (which may be taxed at lower rates than ordinary income for taxpayers who are individuals, trusts or estates) and losses (the deductibility of which is subject to limitations).

If a U.S. Holder disposes of only a portion of a note pursuant to a redemption or repayment (pursuant to the survivor’s option, if applicable), such disposition will be treated as a pro rata prepayment in retirement of a portion of a debt instrument. The resulting gain or loss would be calculated by assuming that the original note being tendered consists of two instruments, one that is retired (or repaid), and one that remains outstanding. The adjusted issue price, the U.S. Holder’s adjusted basis, and the accrued but unpaid original issue discount of the original note, determined immediately before the disposition, would be allocated between these two instruments based on the portion of the instrument that is treated as retired by the pro rata prepayment.

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Backup Withholding and Information Reporting

Backup withholding and information reporting requirements may apply to certain payments of principal and interest (including original issue discount) on a note, and to payments of proceeds of the sale or redemption of a note, to certain non-corporate U.S. Holders. We, our agent, a broker, the relevant Trustee or any Paying Agent, as the case may be, will be required to withhold tax, currently at a rate of 28% (the backup withholding tax), from any such payment if the U.S. Holder fails to furnish or certify his correct taxpayer identification number (social security number or employer identification number) to the payor in the manner required, fails to certify that such U.S. Holder is exempt from backup withholding, or otherwise fails to comply with the applicable requirements of the backup withholding rules. Any amounts withheld under the backup withholding rules from a payment to a U.S. Holder may be credited against such holder’s United States federal income tax and may entitle such holder to a refund, provided that the required information is furnished to the IRS.

Tax Consequences to Non-United States Persons

Income and Withholding Tax

Subject to the discussion of backup withholding below:

(a) payments of principal and interest (including original issue discount, if any) on a note to any Non-United States Person will not be subject to United States federal withholding tax provided that, in the case of interest:

(1) (i) the holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote,

     (ii) the holder is not a controlled foreign corporation that is related, directly or indirectly, to us through stock ownership; and

     (iii) either (A) the beneficial owner of the note certifies (generally on an IRS Form W-8BEN) to the person otherwise required to withhold United States federal income tax from such interest, under penalties of perjury, that it is not a United States person and provides its name and address or (B) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business (a “financial institution”) and holds the note, certifies to the person otherwise required to withhold United States federal income tax from such interest, under penalties of perjury, that the above statement has been received from the beneficial owner by it or by a financial institution between it and the beneficial owner and furnishes the payor with a copy thereof;

(2) the beneficial owner is entitled to the benefits of an income tax treaty under which the interest is exempt from United States federal withholding tax and the

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beneficial owner of the note or such owner’s agent provides an IRS Form W-8BEN claiming the exemption; or

(3) the beneficial owner conducts a trade or business in the United States to which the interest is effectively connected and the beneficial owner of the note or such owner’s agent provides an IRS Form W-8ECI;

provided that in each such case, the relevant certification or IRS Form is delivered pursuant to applicable procedures and is properly transmitted to the person otherwise required to withhold United States federal income tax, and none of the persons receiving the relevant certification or IRS Form has actual knowledge that the certification or any statement on the IRS Form is false;

(b) a Non-United States Person will not be subject to United States federal income tax on any gain realized on the sale, exchange or other disposition of a note unless the gain is effectively connected with such holder’s trade or business in the United States or, in the case of an individual, the holder is present in the United States for 183 days or more in the taxable year in which the sale, exchange or other disposition occurs and certain other conditions are met; and

(c) a note owned by an individual who at the time of death is not, for United States federal estate tax purposes, a citizen or resident of the United States will not be subject to United States federal estate tax as a result of such individual’s death if the individual does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote and, at the time of such individual’s death, the income on the note would not have been effectively connected with a U.S. trade or business of the individual.

If a Non-United States Person holding a note is engaged in a trade or business in the United States, and if interest (including original issue discount, if any) on the note (or gain realized on its sale, exchange or other disposition) is effectively connected with the conduct of such trade or business, such holder, although exempt from the withholding tax discussed in the preceding paragraphs, will be subject to regular United States income tax on such effectively connected income in the same manner as if it were a U.S. Holder (see “—Tax Consequences to U.S. Holders” above). Such a holder will also need to provide a United States taxpayer identification number on the forms referred to in paragraph (a) above in order to meet the requirements set forth above. In addition, if such holder is a foreign corporation, it will be subject to a 30% branch profits tax (unless reduced or eliminated by an applicable treaty) on its effectively connected earnings and profits for the taxable year, subject to certain adjustments. For purposes of the branch profits tax, interest on, and any gain recognized on the sale, exchange or other disposition of, a note will be included in the effectively connected

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earnings and profits of such holder if such interest or gain, as the case may be, is effectively connected with the conduct by such holder of a trade or business in the United States.

Each holder of a note should be aware that if it does not properly provide the required IRS form, or if the IRS form (or, if permissible, a copy of such form) is not properly transmitted to and received by the United States person otherwise required to withhold United States federal income tax, interest on the note may be subject to United States withholding tax at a 30% rate and the holder will not be entitled to any additional amounts from us described under the heading “Description of Notes—Payment of Additional Amounts” with respect to such tax. Such tax, however, could be allowed as a refund or as a credit against such holder’s United States federal income tax.

The foregoing does not deal with all aspects of federal income, estate and withholding tax that may be relevant to Non-United States Persons holding the notes. Potential investors are advised to consult their own tax advisors for specific advice concerning the ownership and disposition of notes.

Backup Withholding and Information Reporting

Information returns will be filed with the IRS on the notes and the proceeds from a sale or other disposition of the notes. You may be subject to a United States backup withholding tax on these payments unless you comply with certification procedures to establish that you are not a United States person for United States federal income tax purposes. The certification procedures required to claim the exemption from withholding tax on interest and original issue discount described above will satisfy the certification requirements necessary to avoid the backup withholding tax, provided that we, our agent, a broker, the relevant Trustee or our Paying Agent, as the case may be, do not have actual knowledge that the payee is a United States person for United States federal income tax purposes. The amount of any backup withholding from a payment to you will be allowed as a credit against your United States federal income tax liability and may entitle you to a refund, provided that the required information is furnished to the IRS.

COVENANTS

Limitation on Secured Indebtedness

The notes are not secured by mortgage, pledge or other lien. However, subject to certain significant exceptions described below, we will covenant that so long as any of the notes remain outstanding, we will not mortgage, pledge or otherwise subject any asset to any lien to secure Indebtedness, as defined below, unless the notes are secured equally and ratably with such Indebtedness by a lien on such asset, for so long as such Indebtedness

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remains outstanding. This covenant does not apply to any asset allocated to a separate investment account. Furthermore, this covenant does not apply to:

• liens which attach concurrently with or within 90 days after the acquisition or commencement of construction or improvement of an asset, which secure obligations incurred or assumed for the purpose of financing the cost of such acquisition, construction or improvement;

• liens on any asset of any corporation which exist at the time such corporation is merged or consolidated with JHLIC or to which all or substantially all of the assets of JHLIC are transferred and which were not created in contemplation of such merger, consolidation or transfer;

• liens on any asset which exist prior to the acquisition of such asset and which were not created in contemplation of its acquisition;

• liens on any asset if recourse on the related Indebtedness is limited to such asset;

• liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any of the foregoing permitted liens;

• liens on Permitted Collateralization Assets, as defined below;

• liens arising out of loans of securities, repurchase agreements, reverse repurchase agreements, or swap contracts entered into in the ordinary course of business;

• liens arising in connection with policies or contracts of insurance, reinsurance, guaranteed investment contracts, funding agreements and other similar contracts entered into in the ordinary course of business;

• easements, rights-of-way and similar liens or encumbrances on real property that do not in the aggregate materially impair the use of such property;

• liens securing obligations owed by us to one or more of our subsidiaries; and

• other liens that secure Indebtedness in an aggregate amount not exceeding 15% of Consolidated Net Tangible Assets.

For purposes of this covenant, “Consolidated Net Tangible Assets” means our total assets appearing on our most recent consolidated quarterly balance sheet, prepared in accordance with U.S. GAAP, less each of the following as shown on such balance sheet: (a) all short-term debt, dividends payable to policyholders, and unpaid claims and claim expense reserve, (b) all goodwill, tradenames, trademarks, licenses, patents and copyrights, (c) all deferred policy acquisition costs, and (d) all assets allocated to separate accounts.

For purposes of this covenant, “Indebtedness” means:

• all obligations of ours for borrowed money evidenced by bonds, debentures, notes or other similar instruments,

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• all obligations of ours to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business,

• all obligations of ours as a lessee which are capitalized in accordance with U.S. GAAP,

• all non-contingent obligations of ours to reimburse any bank or other person in respect of amounts paid under a letter of credit or similar instrument,

• all debt of others which would be Indebtedness under this definition if incurred by us, if the debt is secured by a lien on our general assets, whether or not we assume the debt,

• any guarantee by us of debt of others which would be Indebtedness under this definition if incurred directly by us, and

• all redeemable preferred stock issued by us other than any such preferred stock redeemable at our sole option;

provided that the term Indebtedness shall not include (a) obligations for which recourse for payment is limited to specified assets of a person and (b) obligations of an insurance company (1) which arise in connection with policies or contracts of insurance, reinsurance, guaranteed investment contracts, funding agreements and other similar contracts entered into in the ordinary conduct of the insurance company’s business or (2) to the extent that recourse for the payment of such obligations is limited to assets held in separate accounts of the insurance company.

For purposes of this covenant, “Permitted Collateralization Assets” means generally assets that are pledged to secure any obligation that relates to REMICs (real estate mortgage investment conduits), pass-through obligations, collateralized mortgage obligations, collateralized bond obligations or similar instruments, except for obligations of ours or one of our subsidiaries if the obligation requires us or such subsidiary to make a cash payment, recourse for the payment of which is not limited to specific assets of ours or of such subsidiary.

Neither this covenant nor any other covenant restricts us from issuing insurance policies, funding agreements or other insurance products which, under applicable insurance laws, would be repayable prior to our general unsecured obligations, including the notes, if we became the subject of an insolvency proceeding.

Consolidation, Merger or Sale of Assets

We may not consolidate with or merge into any other person or sell, assign, transfer, lease or convey all or substantially all of our properties and assets unless:

(1) we are the survivor in the merger, or the survivor (or entity to which all or substantially all of our assets are sold, assigned, transferred, leased or conveyed), if not us, expressly assumes by

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supplemental indenture the due and punctual payment of the principal of, and any interest on, all of the outstanding notes and the due and punctual performance and observance of all of the covenants and conditions contained in the Indenture; and

(2) immediately after giving effect to the transaction, there is no event of default under the Indenture, and no event which, after notice or the lapse of time, or both, would become an event of default.

This covenant will not apply to any recapitalization transaction, change of control of us or a transaction in which we incur a large amount of additional debt unless the transactions or change of control includes a merger or consolidation or transfer of all or substantially all of our properties and assets. There are no covenants or other provisions in the Indenture providing for a put or increased interest or that would otherwise afford holders of notes additional protection in the event of a recapitalization transaction, a change of control of us or a transaction in which we incur or acquire a large amount of additional debt.

MODIFICATION OF THE INDENTURE

The Indenture provides that we and the Trustee may, without the consent of any holders of the notes, enter into supplemental indentures for the purposes, among other things, of adding to our covenants, adding additional events of default, establishing the form or terms of notes or curing ambiguities or inconsistencies in the Indenture or making other provisions, provided that any action to cure ambiguities or inconsistencies not adversely affect the interests of the holders of any notes in any material respect.

In addition, the Indenture contains provisions permitting us and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the notes at the time outstanding under the Indenture affected by the proposed modification (voting as a class), to modify the Indenture or any supplemental indenture or the rights of the holders of the notes provided that no such modification shall:

• change the fixed maturity of any note, or reduce its principal amount, or reduce its rate or extend the time of payment of interest, without the consent of the holder of each affected note; or

• reduce the percentage of notes outstanding under the Indenture required for any modification of the Indenture without the consent of all holders of notes affected by the reduction and then outstanding under the Indenture.

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DEFEASANCE AND COVENANT DEFEASANCE

The Indenture provides that we may defease any tranche or series of notes by depositing with the Trustee for the benefit of the holders of a designated tranche or series of notes (i) cash, (ii) United States government obligations, (iii) funding agreements duly issued by us in conformity with applicable insurance laws, or (iv) any combination of the foregoing, which in accordance with their respective terms will provide money sufficient to pay, in accordance with the terms of the notes so designated, the principal of and interest, if any, on such notes. Subject to the making of such deposit, the payment of all other sums payable with respect to the outstanding notes of such tranche or series, the delivery to the Trustee of an opinion of counsel stating that the holders of the outstanding notes of such tranche or series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred, and the delivery to the Trustee of an officer’s certificate and an opinion of counsel, each stating that all conditions precedent to the satisfaction and discharge of the notes of such tranche or series have been complied with; such notes shall cease to be outstanding under the Indenture and our obligations with respect to such notes shall be discharged.

In addition, if defeasance is to be effected in whole or in part by a JHLIC funding agreement, we shall cause to be delivered to the Trustee an opinion of counsel to the effect that (a) such funding agreement has been duly authorized and validly issued, is enforceable against JHLIC in accordance with its terms (subject to applicable bankruptcy, insolvency and similar laws) and constitutes a funding agreement within the meaning of Section 132I of Chapter 175 of the Massachusetts General Laws (or any successor statute); and (b) in the event of an insolvency of JHLIC, the claim of the Trustee for payment pursuant to the terms of the funding agreement would rank equally with the claims of policyholders and ahead of the claims of our unsecured creditors, including the claims of holders of the notes.

The Indenture also provides that we shall cease to be under any obligation to the holders of notes of a designated tranche or series to comply with the covenants described under “Covenants” and certain other terms, provisions, conditions or covenants set forth in the Indenture, and such notes shall cease to be deemed outstanding for purposes of any waiver, consent or direction relating to any such term, provision, condition or covenant (a “covenant defeasance”) if we make the deposit described in the second preceding paragraph for the benefit of the holders of such notes, deliver to the

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Trustee an opinion of counsel stating that the holders of such outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such deposit and covenant defeasance had not occurred, and deliver to the Trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent to the covenant defeasance have been complied with.

EVENTS OF DEFAULT

An event of default with respect to a series of notes is defined in the Indenture as being:

• default in payment of any principal on any notes of that series;

• default for 30 days in payment of any interest on any notes of that series;

• default in the performance or breach of any of our other covenants under the Indenture applicable to that series and the continuance of the default or breach for a period of 30 days after written notice as provided in the Indenture; or

• certain events of bankruptcy, insolvency or reorganization.

In case an event of default occurs and continues with respect to a series of notes, the Trustee or the holders of not less than 25% in aggregate principal amount of such series then outstanding may declare the principal amount of the notes due and payable. Any event of default with respect to the notes may be waived by the holders of a majority in aggregate principal amount of such notes then outstanding, except in a case of failure to pay principal of or interest on the notes for which payment had not been timely made (including any applicable grace period) after the appropriate notice. We are required to file with the Trustee annually a certificate as to the absence of certain defaults under the terms of the Indenture.

Subject to the provisions of the Indenture relating to the duties of the Trustee, if an event of default occurs and continues with respect to a series of notes, the Trustee is under no obligation to exercise any rights or powers under the Indenture at the request, order or direction of any of the holders of notes, unless such holders of such series have offered the Trustee reasonable indemnity or security.

Subject to provisions for the indemnification of the Trustee and to other limitations, the holders of a majority in principal amount of the notes of a series at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee.

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THE TRUSTEE

JPMorgan Chase Bank, N.A. is the Trustee under the Indenture. The address of the Trustee is:

4 New York Plaza, 15^th Floor, New York, New York 10004.

THE PAYING AGENT

We shall maintain one or more Paying Agents for the payment of principal of, and interest, if any, on, the notes. We have initially appointed JPMorgan Chase Bank, N.A. as our Paying Agent for the notes.

PLAN OF DISTRIBUTION

Under the terms of the Selling Agent Agreement, dated as of             , 2005, the notes are offered from time to time by us through ABN AMRO Financial Services, Inc.; A.G. Edwards & Sons, Inc.; Banc of America Securities, LLC; Charles Schwab & Co., Inc.; Citigroup Global Markets Inc.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Morgan Stanley & Co. Incorporated; National Financial Markets Group, a division of National Financial Services LLC; RBC Dain Rauscher, Inc.; UBS Financial Services Inc.; Wachovia Securities, LLC; and WM Financial Services, Inc. as agents under the Selling Agent Agreement. The agents have agreed to use their reasonable best efforts to solicit purchases of the notes. We may appoint additional agents to solicit offers to purchase notes on terms substantially identical to those contained in the Selling Agent Agreement. In addition, under certain circumstances we may sell notes on our own behalf (directly or through other agents) to investors without the assistance of the agents. The agents will not be entitled to any discounts or commissions for sales we make to investors without their assistance.

We will pay the agents, through ABN AMRO Financial Services, Inc., the purchasing agent, a commission to be divided among the agents as they shall agree for notes sold through the agents on an agency basis. The commission will range from 0.00% to 5.00% of the principal amount for each note sold, depending upon the maturity. Commissions with respect to notes with maturities in excess of 30 years will be negotiated between us and the purchasing agent at the time of sale. In no event will the commissions on the sale of any note exceed 8.00% of the principal amount of such note. We will have the sole right to accept offers to purchase notes and may reject any proposed purchase of notes in whole or in part. Each agent will have the right, in its discretion reasonably exercised, to reject any proposed purchase of notes in whole or in part received by it on an agency basis. We reserve the right to withdraw, cancel or modify the offer without notice.

The agents, severally and not jointly, may purchase notes from us through the purchasing agent as principal for their

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own accounts. Unless otherwise set forth in the applicable pricing supplement, any note sold to an agent as principal will be purchased by the purchasing agent from us at a discount to the principal amount not to exceed the concession applicable to an agency sale of a note of identical maturity. Unless otherwise set forth in the applicable pricing supplement, such notes will be resold to one or more investors and other purchasers at a fixed public offering price.

In addition, the purchasing agent may, and with our consent the other agents may, offer the notes they have purchased as principal to other dealers that are part of the selling group. The purchasing agent may sell notes to other dealers at a discount not in excess of the discount it receives when purchasing such notes from us. If with our consent the other agents sell notes to dealers, unless otherwise specified in the applicable pricing supplement, the discount allowed to any dealer will not, during the distribution of the notes, exceed the discount received by such agent from the purchasing agent. After the initial public offering of notes to be resold by an agent to investors, the public offering price (in the case of notes to be resold at a fixed public offering price), concession and discount may be changed.

Each agent may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933. MFC and JHLIC have agreed to indemnify the agents against certain liabilities, including liabilities under the Securities Act of 1933.

The notes may be offered for sale in the United States and in those jurisdictions where it is legal to make such offers. Only offers and sales of the notes in the United States, as part of the initial distribution thereof or in connection with resales thereof under circumstances where the prospectus and the accompanying pricing supplement must be delivered, are made pursuant to the registration statement of which the prospectus, as supplemented by any pricing supplement, is a part.

Purchasers of the notes may be required to pay stamp taxes and other charges in accordance with the laws and practices of the country of purchase in addition to the issue price set forth in any pricing supplement hereto.

No note will have an established trading market when issued. Unless otherwise provided in the applicable pricing supplement, we do not intend to apply for the listing of the notes on any securities exchange, but we have been advised by the agents that the agents intend to make a market in the notes as permitted by applicable laws and regulations. The agents are not obligated to do so, however, and the agents may discontinue making a market at any time without notice. No assurance can be given as to the liquidity of any trading market for any notes. All secondary trading in the notes will settle in immediately available funds.

In connection with an offering of the notes, the rules of the SEC permit the

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purchasing agent to engage in certain transactions that stabilize the price of the notes. Such transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the notes. If the purchasing agent creates a short position in the notes in connection with an offering of the notes (i.e., if it sells a larger principal amount of the notes than is set forth on the cover page of the applicable pricing supplement), the purchasing agent may reduce that short position by purchasing notes in the open market. In general, purchases of a security for the purpose of stabilization or to reduce a syndicate short position could cause the price of the security to be higher than it might otherwise be in the absence of such purchases. The purchasing agent makes no representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the notes. In addition, the purchasing agent makes no representation that, once commenced, such transactions will not be discontinued without notice.

Other selling group members include broker-dealers and other securities firms that have executed dealer agreements with the purchasing agent. In the dealer agreements, the selling group members have agreed to market and sell notes in accordance with the terms of those agreements and all applicable laws and regulations. You may call 1-800-327-1546 or access the Internet at www.SignatureNote.com for a list of selling group members.

The agents and their affiliates may engage in various general financing and banking transactions with us and our affiliates in the ordinary course of business.

The address of the purchasing agent is:

ABN AMRO Financial Services, Inc., 327 Plaza Real, Suite 225, Boca Raton, Florida 33432.

LEGAL OPINIONS

The validity of the notes and the subordinated guarantee offered in this prospectus will be passed upon for us by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts, and for the agents by Gibson, Dunn & Crutcher LLP, New York, New York. Mintz Levin will also pass upon certain federal income tax consequences of the notes for us. Certain matters regarding Canadian law will be passed upon for MFC by Torys LLP, Toronto, Canada. On the date of this prospectus, the members and associates of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., and the partners and associates of Torys LLP, own an aggregate of approximately 4,000 and 15,000 MFC common shares, respectively.

EXPERTS

The consolidated balance sheet of JHLIC at December 31, 2004 and the

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consolidated statements of income, changes in shareholder’s equity and comprehensive income, and cash flows for the period April 29, 2004 through December 31, 2004, and the related financial statement schedules, and the consolidated balance sheet at December 31, 2003 and the related consolidated statements of income, changes in shareholder’s equity and comprehensive income, and cash flows for the period January 1, 2004 through April 28, 2004 and for the years ended December 31, 2003 and 2002 and the related financial statement schedules, all included in JHLIC’s Annual Report (Form 10-K) for the year ended December 31, 2004, which is incorporated by reference in this prospectus and in the registration statement of which this prospectus forms a part, have been audited by Ernst & Young LLP, Boston, Massachusetts, independent registered public accounting firm, as set forth in their report appearing therein, and are so incorporated in reliance upon such report given on their authority as experts in accounting and auditing.

The consolidated financial statements of MFC at December 31, 2004 and 2003, and for each of the two years in the period ended December 31, 2004, included in MFC’s First Amended Annual Report on Form 40-F/A for the year ended December 31, 2004, filed with the SEC, and the consolidated financial statements of MFC at December 31, 2003 and 2002, and for each of the two years in the period ended December 31, 2003, included in MFC’s Fourth Amended Annual Report on Form 40-F/A for the year ended December 31, 2003, filed with the SEC, which are incorporated by reference in this prospectus and in the registration statement of which this prospectus forms a part, have been audited by Ernst & Young LLP, Toronto, Canada, independent registered public accounting firm, as set forth in their reports appearing therein, and are so incorporated in reliance upon such reports given on their authority as experts in accounting and auditing.

The consolidated financial statements and schedules of JHFS at December 31, 2003 and 2002, and for each of the three years in the period ended December 31, 2003, included in JHFS’s Annual Report (Form 10-K) for the year ended December 31, 2003 incorporated by reference in MFC’s First Amended Annual Report on Form 40-F/A for the year ended December 31, 2004 and in MFC’s Fourth Amended Annual Report on Form 40-F/A for the year ended December 31, 2003, which are incorporated by reference in this prospectus and in the registration statement of which this prospectus forms a part, have been audited by Ernst & Young, LLP, Boston, Massachusetts, independent registered public accounting firm, as set forth in their reports appearing therein, and are so incorporated in reliance upon such reports given on their authority as experts in accounting and auditing.

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ENFORCEMENT OF JUDGMENTS

MFC is a corporation incorporated under the laws of Canada. Because a substantial portion of MFC’s assets are located outside the United States and most of its directors and officers are not residents of the United States, any judgment obtained in the United States against MFC or certain of its officers and directors, including any judgment with respect to payments on the subordinated guarantee in respect of the notes, may not be collectible within the United States.

Pursuant to the subordinated guarantee, MFC agrees that any legal action or proceeding against it arising out of or in connection with the subordinated guarantee may be brought in any United States federal or New York state court located in the Borough of Manhattan, City and State of New York (a “New York Court”) and irrevocably submits to the non-exclusive jurisdiction of such courts in connection with such action or proceeding.

MFC has been informed by its Canadian counsel, Torys LLP, that the laws of the Province of Ontario and the federal laws of Canada applicable therein permit an action to be brought in a court of competent jurisdiction in that province on any final judgment in personam of any New York Court against MFC, which judgment is subsisting and unsatisfied for a fixed sum of money with respect to the enforcement of the subordinated guarantee that is not impeachable as void or voidable under the internal laws of the State of New York if:

(i) the court rendering such judgment had jurisdiction over the judgment debtor, as recognized by the courts of Ontario (submission by MFC in the subordinated guarantee to the non-exclusive jurisdiction of a New York Court will be sufficient for this purpose);

(ii) such judgment was not obtained by fraud or in a manner contrary to natural justice or other rule of law, whether equitable, legal or statutory and the enforcement thereof would not be inconsistent with public policy, as such term is understood under the laws of Ontario and the federal laws of Canada applicable therein or contrary to any order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada);

(iii) the enforcement of such judgment would not be contrary to the laws of general application limiting the enforcement of creditors’ rights including bankruptcy, reorganization, winding up, moratorium and similar laws and does not constitute, directly or indirectly, the enforcement of foreign revenue, expropriatory or penal laws in the Province of Ontario;

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(iv) no new admissible evidence relevant to the action is discovered prior to the rendering of judgment by a court in the Province of Ontario;

(v) interest payable on the notes is not characterized by a court in the Province of Ontario as interest payable at a criminal rate within the meaning of Section 347 of the Criminal Code (Canada); and

(vi) the action to enforce such judgment is commenced within the applicable limitation period.

Enforcement of a judgment by a court in the Province of Ontario, as described above, may only be given in Canadian dollars.

In the opinion of Torys LLP, there are currently no reasons under the present laws of the Province of Ontario for avoiding recognition of said judgments of New York Courts on the subordinated guarantee in respect of the notes based upon public policy. However, it may be difficult for holders of notes to effect service within the United States upon MFC’s directors and officers and the experts named in this prospectus who are not residents of the United States or to enforce against them in the United States judgments of courts of the United States predicated upon civil liability under United States federal securities laws. MFC has designated John Hancock Life Insurance Company of New York (formerly known as The Manufacturers Life Insurance Company of New York), 100 Summit Lake Drive, 2^nd Floor, Valhalla, New York 10595, as its authorized agent upon whom process may be served in any legal action or proceeding against MFC arising out of or in connection with the subordinated guarantee. MFC believes that a monetary judgment of a United States court predicated solely upon the civil liability provisions of United States federal securities laws would likely be enforceable in Canada if the United States court in which the judgment was obtained had a basis for jurisdiction in the matter that was recognized by a Canadian court for such purposes. We cannot assure you that this will be the case. It is less certain that an action could be brought in Canada in the first instance on the basis of liability predicated solely upon such laws.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Indemnification of directors and officers.

Manulife Financial Corporation

Under the Insurance Companies Act (Canada), a company may not, by contract, resolution or by-law, limit the liability of its directors for breaches of their fiduciary duties. However, the company may indemnify a director or officer, a former director or officer or a person who acts or acted at the company’s request as a director or officer of an entity of which the company is or was a shareholder or creditor, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the company or the entity, if:

(1) that person acted honestly and in good faith with a view to the best interests of the company; and

(2) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, that person has reasonable grounds for believing that his or her impugned conduct was lawful.

These individuals are entitled to indemnity from the company if the person was substantially successful on the merits of his or her defense of the action or proceeding and fulfilled the conditions set out in (1) and (2) above. A company may, with the approval of a court, also indemnify that person regarding an action by or on behalf of the company or entity to procure a judgment in its favor, to which the person is made a party by reason of being or having been a director or officer of the company or entity, if he or she fulfills the conditions set out in (1) and (2) above.

The by-laws of Manulife Financial Corporation (“MFC”) provide that the board of directors of MFC shall make provisions, by resolution, for the indemnification of directors, officers, employees and such other persons as the directors shall decide on such terms and conditions as they establish. MFC’s administrative resolutions provide that MFC shall indemnify a director, officer or employee, a former director, officer or employee, or a person who acts or acted at MFC’s request as a director officer, employee or trustee of another corporation, partnership, joint venture, trust or other enterprise against any liability and costs arising out of any action or suit against them from the execution of their duties, subject to the limitations described in the administrative resolutions.

MFC’s administrative resolutions provide that MFC will have no obligation to indemnify any person for:

• any acts committed with actual dishonest, fraudulent, criminal or malicious intent;

• any act of gross negligence or willful neglect;

• any claims relating to liabilities of other persons assumed by any person entitled to indemnification;

• any claims relating to enterprises owned, operated, managed or controlled by any person entitled to indemnification;

• any claims relating to pension plans sponsored by any person entitled to indemnification;

• bodily injury, sickness or disease of any person;

• injury to or destruction of any tangible property; and

• any actions which were in breach of compliance with MFC policy.

MFC maintains a directors’ and officers’ liability insurance policy with a policy limit of U.S.$150,000,000. The policy is renewed annually. The policy provides protection to directors and officers against liability incurred by them in their capacities as directors and officers of MFC and its subsidiaries. The policy also provides protection to MFC for claims made against directors and officers for which MFC has granted directors and officers indemnity, as required or permitted under applicable statutory or by-law provisions.

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John Hancock Life Insurance Company

Pursuant to Article 8 of the Amended and Restated By-Laws of John Hancock Life Insurance Company (“JHLIC”) and Section 67 of the Massachusetts Business Corporation Law, JHLIC indemnifies each person who is or was or has agreed to become a director or officer of JHLIC from liability incurred or imposed by reason of (i) any action alleged to have been taken or omitted in such capacity, (ii) activities with a non-profit organization, or pro bono or volunteer services, which services have been requested or endorsed by JHLIC or (iii) service at JHLIC’s request with respect to any employee benefit plan. Indemnification shall be made by JHLIC, unless a determination is made that the individual failed to act in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of JHLIC, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided that, to the extent that a present or former director or officer of JHLIC has been successful on the merits or otherwise in any defense of any proceeding, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. Notwithstanding the forgoing, JHLIC shall not be obligated to indemnify a director or officer in respect of a proceeding instituted by such director or officer, unless such proceeding was authorized by the Board of Directors. Expenses (including attorneys’ fees) incurred in defending any proceeding shall be paid by JHLIC in advance of its final disposition, but only upon receipt of an undertaking by the person indemnified to repay such amounts if he or she should be determined not to be entitled to indemnification.

As stated above, MFC maintains a directors’ and officers’ liability insurance policy with a policy limit of U.S.$150,000,000. The policy provides protection to directors and officers against liability incurred by them in their capacities as directors and officers of MFC and its subsidiaries, including JHLIC.

ITEM 9. EXHIBITS.

The following exhibits are filed herewith or incorporated herein by reference:

Exhibit No.		Description
1	(a)	Form of Selling Agent Agreement.
4	(a)	Indenture, dated as of June 15, 2002, between John Hancock Life Insurance Company and JPMorgan Chase Bank, N.A., as Trustee, as amended on January 16, 2003.
4	(b)	Form of Second Supplemental Indenture to Indenture dated as of June 15, 2002, between John Hancock Life Insurance Company and JPMorgan Chase Bank, N.A.
4	(c)	Forms of SignatureNotes in global form (included as part of Exhibit 4(a) and incorporated herein by reference).
4	(d)	Form of Subordinated Guarantee by Manulife Financial Corporation in favor of the holders of certain notes or other evidence of indebtedness issued by John Hancock Life Insurance Company and in favor of JPMorgan Chase Bank, N.A., as Trustee.
5	(a)	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding legality of the notes being registered.
5	(b)	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding legality of the subordinated guarantee.
5	(c)	Opinion of Torys LLP regarding validity under Canadian law of the subordinated guarantee and enforceability of judgments.
8	(a)	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding certain U.S. income tax aspects of the notes and the subordinated guarantee.
12	(a)	John Hancock Life Insurance Company, Calculation of Earnings to Fixed Charges Ratios.

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Exhibit No.		Description
12	(b)	Manulife Financial Corporation, Calculation of Earnings to Fixed Charges Ratios.
23	(a)	Consent of independent auditors for John Hancock Life Insurance Company.
23	(b)	Consent of independent auditors for Manulife Financial Corporation.
23	(c)	Consent of independent auditors for John Hancock Financial Services, Inc. and for John Hancock Life Insurance Company.
23	(d)	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included as part of its opinion filed as Exhibit 5(a) and incorporated herein by reference).
23	(e)	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included as part of its opinion filed as Exhibit 5(b) and incorporated herein by reference).
23	(f)	Consent of Torys LLP (included as part of its opinion filed as Exhibit 5(c) and incorporated herein by reference).
23	(g)	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included as part of its opinion filed as Exhibit 8(a) and incorporated herein by reference).
24	(a)	Powers of Attorney (included on the signature pages and incorporated herein by reference).
25	(a)	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of JPMorgan Chase Bank, N.A.
99	(a)	Form of pricing supplement (included as part of Exhibit 1(a) and incorporated herein by reference).

ITEM 10. UNDERTAKINGS.

(a) Each undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)   To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(2) That, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Manulife Financial Corporation hereby undertakes to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that such registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (b) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Item 8 of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by such registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

(c) Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of such registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable, that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(e) Each undersigned registrant hereby undertakes:

(1) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(f) Each undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Manulife Financial Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada, on April 21, 2005.

MANULIFE FINANCIAL CORPORATION
By:	/s/    DOMINIC D’ALESSANDRO
Name:	Dominic D’Alessandro
Title:	President and Chief Executive Officer

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Dominic D’Alessandro and Peter Rubenovitch, and each of them, any of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on April 21, 2005.

Signature	Title
/s/    DOMINIC D’ALESSANDRO Dominic D’Alessandro	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/    PETER H. RUBENOVITCH Peter H. Rubenovitch	Senior Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/    ARTHUR R. SAWCHUK Arthur R. Sawchuk	Chairman
/s/    KEVIN E. BENSON Kevin E. Benson	Director
/s/    GAIL C.A. COOK-BENNETT Gail C.A. Cook-Bennett	Director

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Signature	Title
/s/    JOHN M. CASSADAY John M. Cassaday	Director
/s/    RICHARD B. DEWOLFE Richard B. deWolfe	Director
/s/    LINO J. CELESTE Lino J. Celeste	Director
/s/    ROBERT E. DINEEN, JR. Robert E. Dineen, Jr.	Director
/s/    PIERRE Y. DUCROS Pierre Y. Ducros	Director
/s/    ALLISTER P. GRAHAM Allister P. Graham	Director
/s/    THOMAS E. KIERANS Thomas E. Kierans	Director
/s/    LORNA R. MARSDEN Lorna R. Marsden	Director
/s/    HUGH W. SLOAN, JR. Hugh W. Sloan, Jr.	Director
/s/    GORDON G. THIESSEN Gordon G. Thiessen	Director
/s/    MICHAEL H. WILSON Michael H. Wilson	Director

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, John Hancock Life Insurance Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on April 21, 2005.

JOHN HANCOCK LIFE INSURANCE COMPANY
By:	/s/    JAMES M. BENSON
Name:	James M. Benson
Title:	President and Chief Executive Officer

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints James M. Benson and Peter H. Rubenovitch, and each of them, any of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on April 21, 2005.

Signature	Title
/s/    JAMES M. BENSON James M. Benson	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/    STEVEN FINCH Steven Finch	Senior Vice President (Principal Financial Officer)
/s/    PATRICK J. GILL Patrick J. Gill	Senior Vice President and Controller (Principal Accounting Officer)
/s/    JONATHAN CHIEL Jonathan Chiel	Director
/s/    DOMINIC D’ALESSANDRO Dominic D’Alessandro	Director
/s/    JOHN D. DESPREZ, III John D. DesPrez, III	Director

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Signature	Title
/s/    DONALD A. GULOIEN Donald A. Guloien	Director
/s/    BEVERLY S. MARGOLIAN Beverly S. Margolian	Director
/s/    PETER H. RUBENOVITCH Peter H. Rubenovitch	Director

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative of Manulife Financial Corporation in the United States, has signed this Registration Statement on April 21, 2005.

JOHN HANCOCK FINANCIAL SERVICES, INC.
By:	/s/    JONATHAN CHIEL
Name:	Jonathan Chiel
Title:	Executive Vice President and General Counsel — John Hancock

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EXHIBIT INDEX

Exhibit No.		Description
1	(a)	Form of Selling Agent Agreement.
4	(a)	Indenture, dated as of June 15, 2002, between John Hancock Life Insurance Company and JPMorgan Chase Bank, N.A., as Trustee, as amended on January 16, 2003.
4	(b)	Form of Second Supplemental Indenture to Indenture dated as of June 15, 2002, between John Hancock Life Insurance Company and JPMorgan Chase Bank, N.A.
4	(c)	Forms of SignatureNotes in global form (included as part of Exhibit 4(a) and incorporated herein by reference).
4	(d)	Form of Subordinated Guarantee by Manulife Financial Corporation in favor of the holders of certain notes or other evidence of indebtedness issued by John Hancock Life Insurance Company and in favor of JPMorgan Chase Bank, N.A., as Trustee.
5	(a)	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding legality of the notes being registered.
5	(b)	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding legality of the subordinated guarantee.
5	(c)	Opinion of Torys LLP regarding validity under Canadian law of the subordinated guarantee and enforceability of judgments.
8	(a)	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. regarding certain U.S. income tax aspects of the notes and the subordinated guarantee.
12	(a)	John Hancock Life Insurance Company, Calculation of Earnings to Fixed Charges Ratios.
12	(b)	Manulife Financial Corporation, Calculation of Earnings to Fixed Charges Ratios.
23	(a)	Consent of independent auditors for John Hancock Life Insurance Company.
23	(b)	Consent of independent auditors for Manulife Financial Corporation.
23	(c)	Consent of independent auditors for John Hancock Financial Services, Inc. and for John Hancock Life Insurance Company.
23	(d)	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included as part of its opinion filed as Exhibit 5(a) and incorporated herein by reference).
23	(e)	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included as part of its opinion filed as Exhibit 5(b) and incorporated herein by reference).
23	(f)	Consent of Torys LLP (included as part of its opinion filed as Exhibit 5(c) and incorporated herein by reference).
23	(g)	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included as part of its opinion filed as Exhibit 8(a) and incorporated herein by reference).
24	(a)	Powers of Attorney (included on the signature pages and incorporated herein by reference).
25	(a)	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of JPMorgan Chase Bank, N.A.
99	(a)	Form of pricing supplement (included as part of Exhibit 1(a) and incorporated herein by reference).

EX-1.(A)

Exhibit 1(a)

JOHN HANCOCK LIFE INSURANCE COMPANY

$2,500,000,000

SignatureNotes

WITH MATURITIES OF TWELVE MONTHS OR MORE FROM DATE OF ISSUE

(FULLY AND UNCONDITIONALLY GUARANTEED BY

MANULIFE FINANCIAL CORPORATION)

SELLING AGENT AGREEMENT

April     , 2005

ABN AMRO Financial Services, Inc. 327 Plaza Real, Suite 225 Boca Raton, FL 33432 A.G. Edwards & Sons, Inc. One North Jefferson Avenue St. Louis, MO 63103 Banc of America Securities, LLC 9 West 57^th Street NY1-301-02-01 New York, NY 10019 Charles Schwab & Co., Inc. 345 California Street 19^th Floor San Francisco, CA 94104 Citigroup Global Markets Inc. 388 Greenwich Street 32^nd Floor New York, NY 10013 Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080 Morgan Stanley & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 National Financial Markets Group, a division of National Financial Services LLC 200 Seaport Blvd. - Suite 630 Z2H Boston, MA 02210 RBC Dain Rauscher, Inc. 1211 Avenue of the Americas Suite 3201 New York, NY 10036 UBS Financial Services Inc. 800 Harbor Blvd., 3rd Floor Weehawken, NJ 07087-6791 Wachovia Securities, LLC 901 E. Byrd Street West Tower, 3^rd Floor Richmond, VA 23219 WM Financial Services, Inc. 17872 Gillette Avenue, Bldg C Irvine, CA 92614

Dear Sirs:

John Hancock Life Insurance Company, a Massachusetts corporation (the “Company”), proposes to issue and sell up to $2,500,000,000 aggregate principal amount of its SignatureNotes (the “Notes”) with maturities of twelve months or more from the date of issue, pursuant to the provisions of the Indenture, dated as of June 15, 2002, as amended on January 16, 2003 and April [    ], 2005 and as supplemented from time to time (the “Indenture”), between the Company and JPMorgan Chase Bank, N.A., as Trustee (the “Trustee”). The Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes will be fully and unconditionally guaranteed by the Subordinated New Note Guarantee, dated as of April [    ], 2005 (the “Subordinated Guarantee”), of Manulife Financial Corporation, a Canadian corporation (the “Guarantor”). The Notes shall have the maturity ranges, interest rates and other terms set forth in the Prospectus referred to below as it may be amended or supplemented from time to time. The Notes will be issued, and the terms thereof established, from time to time by the Company in accordance with the Indenture. The Notes and the Subordinated Guarantee are collectively referred to herein as the “Securities”.

Subject to the terms and conditions contained in this Selling Agent Agreement (the “Agreement”) and to the reservation by the Company of the right to sell Securities on its own behalf, the Company hereby (1) appoints each of you as agent of the Company (individually, an “Agent” and collectively, the “Agents”) for the purpose of soliciting and receiving offers to purchase Securities from the Company and you hereby agree to use your reasonable best efforts to solicit and receive offers to purchase Securities upon terms acceptable to the Company at such times and in such amounts as the Company shall from time to time specify and in accordance with the terms hereof, and, after consultation with ABN AMRO Financial Services, Inc. (the “Purchasing Agent”), (2) reserves the right to enter into agreements substantially identical hereto with other agents, and (3) agrees that whenever the Company determines to sell Securities with the Purchasing Agent purchasing such Securities as principal for resale to others, such Securities shall be sold pursuant to a Terms Agreement (as defined in Section IV(b)), between the Company and the Purchasing Agent, relating to such sale in accordance with the provisions of Section IV(b) hereof. This Agreement shall not be construed to create either an obligation on the part of the Company to sell any Securities or an obligation of any of the Agents to purchase Securities.

I.

The Company and the Guarantor have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (File No. 333-            ), including a prospectus, relating to the Securities and the offering thereof, from time to time, in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement, which includes the prospectus (with such deletions therefrom and additions thereto as are permitted or required by the applicable rules and regulations of the Commission) in the form heretofore delivered to the Agents, including exhibits to such registration statement and all documents incorporated by reference in the prospectus contained therein, and any post-effective amendment thereto, has been declared effective by the Commission.

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Such registration statement (and any further amendments thereto) including any exhibits, and the prospectus constituting a part thereof, and any prospectus supplements provided to the Agents by the Company for use in connection with the offering of the Securities which is not required to be filed pursuant to Rule 424 under the Securities Act, and all documents incorporated therein by reference, in each case as from time to time amended or supplemented by the filing of such documents with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act or otherwise, are referred to herein as the “Registration Statement” and the “Prospectus” respectively, except that if any revised prospectus shall be supplemented by a prospectus supplement relating to an offering of the Securities that is filed with the Commission pursuant to Rule 424 under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is so filed. Each supplement to the Prospectus that is filed with the Commission pursuant to Rule 424 under the Securities Act containing only the terms of a particular issue is referred to herein as a “Pricing Supplement”.

The Trustee has prepared and filed with the Commission a Statement of Eligibility and Qualification on Form T-1 (the “Form T-1”).

II.

Your obligations hereunder are subject to the following conditions, each of which shall be met on such date as you and the Company shall subsequently fix for the commencement of your obligations hereunder (the “Commencement Date”):

(a) (i) No litigation or proceeding shall be threatened or pending to restrain or enjoin the issuance or delivery of the Securities, or which in any way questions or affects the validity of the Securities and (ii) no stop order suspending the effectiveness of the Registration Statement shall be in effect and no order preventing or suspending the use of any Prospectus relating to the Securities shall have been issued by the Commission, and no proceedings for such purpose shall be pending before or threatened by the Commission, and (iii) there shall have been no material adverse change in the business, financial condition or results of operations of either the Company and its subsidiaries, considered as a whole, or the Guarantor and its subsidiaries, considered as a whole, from that set forth in the Registration Statement and the Prospectus (a “Material Adverse Change”); and you shall have received on the Commencement Date a certificate of each of the Company and the Guarantor dated such Commencement Date and signed by an executive officer of the Company or the Guarantor, as the case may be, to the foregoing effect. The officers making such certificates may rely upon the best of their knowledge as to proceedings threatened.

(b) You shall have received a favorable opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Mintz Levin”), outside United States counsel for the Company and the Guarantor, dated the Commencement Date, to the effect that:

(i) the Company is a corporation validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has the corporate power and corporate authority to own its properties and conduct its business as described in the Prospectus;

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(ii) the Indenture has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies; and the Indenture has been duly qualified under the Trust Indenture Act;

(iii) the Notes have been duly authorized and, when the terms thereof have been established in accordance with the Indenture and when executed, authenticated, issued and delivered in the manner provided for in the Indenture against payment therefor, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies;

(iv) to the extent such matters are governed by New York law, the Subordinated Guarantee has been duly issued, executed and delivered by the Guarantor and, when the Notes are executed, authenticated, issued and delivered in the manner provided for in the Indenture against payment therefor, the Subordinated Guarantee will constitute a valid and legally binding obligation of the Guarantor with respect to such Notes, enforceable against the Guarantor in accordance with its terms, subject as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies;

(v) this Agreement has been duly authorized, executed and delivered by the Company;

(vi) based upon our review of United States federal and Delaware, Massachusetts and New York state laws, rules and regulations, in each case which, in our opinion, based on our expertise, are normally applicable to transactions of the type contemplated by this Agreement, no authorization, consent or approval of, or registration or filing with, any United States, Massachusetts or New York governmental or public body or regulatory authority is required on the part of the Company or the Guarantor for the issuance of the Notes in accordance with the Indenture or the sale of the Notes in accordance with this Agreement other than (1) the registration of the Notes under the Securities Act, (2) qualification of the Indenture under the Trust Indenture Act, (3) the listing of the initial series of Notes on the New York Stock Exchange and (4) compliance with the insurance, securities or Blue Sky laws of the various states (as to which Mintz Levin expresses no opinion);

(vii) the statements in the (1) Prospectus under the captions “Description of Notes”, “Additional Terms for Floating Rate Notes”, “Additional Terms for Notes with Interest Rate Based on CPI”, “Description of the Subordinated Guarantee” and “United States Federal Taxation” and (2) Registration Statement under Item 8 of Part II under the caption “John Hancock Life Insurance Company”, insofar as such statements constitute summaries

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of the documents (or provisions thereof) or statutes (or provisions thereof) referred to therein, fairly present the information required to be described with respect to such documents (or provisions thereof) or statutes (or provisions thereof) and fairly summarize in all material respects such documents (or provisions thereof) or statutes (or provisions thereof);

(viii) the Indenture and the forms of the Notes filed by the Company with the Commission as an exhibit to the Registration Statement conform in all material respects to the descriptions thereof in the Prospectus;

(ix) the Registration Statement has become effective under the Securities Act, and, to Mintz Levin’s knowledge, no stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are pending under the Securities Act;

(x) (1) each document, if any, filed by the Company pursuant to the Exchange Act, and incorporated by reference in the Prospectus, when such document was filed with the Commission, complied as to form in all material respects with the Exchange Act and the rules and regulations thereunder; and (2) the Registration Statement, as of its effective date, and the Prospectus, as of its issue date and the Commencement Date, complied as to form in all material respects with the requirements of the Trust Indenture Act and the Securities Act and the rules and regulations thereunder (except that, in each case as to the financial statements and notes thereto, the financial statement schedules and the other financial data and Form T-1 included or incorporated by reference therein, as to which Mintz Levin need not express any opinion); and

(xi) under the laws of the State of New York relating to submission to jurisdiction, the submission by the Guarantor to the jurisdiction of the state and federal court in the Borough of Manhattan, City and State of New York in respect of any proceeding arising out of or in relation to the Subordinated Guarantee and this Agreement is valid and legally binding upon the Guarantor and not subject to unilateral revocation. Such opinion is subject to the qualification that such counsel need express no opinion as to the enforceability of forum selection clauses in the federal courts.

During the course of the preparation of the Registration Statement and the Prospectus, Mintz Levin discussed the affairs of the Company and of John Hancock Financial Services, Inc. (“JHFS”) and its subsidiaries (JHFS and its subsidiaries, including the Company, collectively, the “JHFS Subsidiaries”) with certain officers of the Company and JHFS and other representatives and with representatives of the Purchasing Agent. Although Mintz Levin has not independently verified, and is not passing upon and does not assume responsibility for, the accuracy, completeness or fairness of statements contained in the Registration Statement or the Prospectus as amended or supplemented (except as set forth in paragraphs (iv) and (vii) above), it does hereby advise you that, based upon such discussions and upon the review of documents and records as referred to above, no facts have come to its attention which cause it to believe that, insofar as it relates to the JHFS Subsidiaries or the Securities (excluding information relating to the Guarantor), (A) the Registration Statement at the time it became effective or on the date the Registration Statement was last deemed amended

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contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) that the Prospectus, as amended or supplemented, as of its date and as of the Commencement Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no advice is given as to the financial statements and notes thereto, the financial statement schedules and the other financial data and the Form T-1 included or incorporated by reference in the Registration Statement and the Prospectus.

(c) You shall have received a favorable opinion of Torys LLP (“Torys”), outside Canadian counsel for the Company and the Guarantor and special United States counsel for the Guarantor, dated the Commencement Date, to the effect that:

(i) the Guarantor is a corporation validly existing under the Insurance Companies Act (Canada) and has the corporate power and corporate authority to own its properties and conduct its business as described in the Prospectus;

(ii) the execution and delivery of the Subordinated Guarantee and the sale of the Securities pursuant to this Agreement (1) do not and will not result in any violation of the letters patent or by-laws of the Guarantor, each as amended, (2) do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any material agreement or other material instrument binding upon the Guarantor or any subsidiary of the Guarantor that is a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Securities Act (each, a “Significant Guarantor Subsidiary” and, together with the Significant Company Subsidiaries (defined below), the “Significant Subsidiaries”) (excluding the JHFS Subsidiaries), and (3) do not and will not result in a violation of any existing provision of any material law, rule or regulation of the Province of Ontario or of the federal laws of Canada applicable therein to the Guarantor or any of its Significant Subsidiaries or, to the knowledge of such counsel, any material judgment, order, writ, injunction or decree of any Canadian federal or Ontario provincial governmental authority or court having jurisdiction over the Guarantor or any of its Significant Subsidiaries;

(iii) the Guarantor has full power and authority to authorize and issue the Subordinated Guarantee as contemplated by this Agreement;

(iv) the Subordinated Guarantee has been duly authorized by the Guarantor and, assuming that the Notes have been duly authenticated by the Trustee in the manner provided for in the Indenture, then to the extent issuance, execution and delivery are matters governed by the laws of the Province of Ontario or the federal laws of Canada applicable therein, the Subordinated Guarantee has been duly issued, executed and delivered by the Guarantor;

(v) this Agreement has been (1) duly authorized by the Guarantor and (2) to the extent execution and delivery are matters governed by the laws of the Province of Ontario or the federal laws of Canada applicable therein, duly executed and delivered by the Guarantor;

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(vi) no authorization, consent or approval of, or registration or filing with, any Canadian federal or Ontario provincial governmental authority is required on the part of the Guarantor for the issuance of the Subordinated Guarantee in accordance with this Agreement except as have been obtained under the laws of the laws of the Province of Ontario or the federal laws of Canada applicable therein;

(vii) the statements in the Registration Statement under Part II of the registration statement on Form F-3 under the heading “Indemnification of directors and officers”, insofar as such statements constitute statements of the laws of the Province of Ontario or the federal laws of Canada applicable therein or purport to summarize provisions of agreements or instruments, have been reviewed by such counsel and fairly summarize the matters described therein and are accurate in all material respects;

(viii) (1) each document, if any, filed by the Guarantor pursuant to the Exchange Act and incorporated by reference in the Prospectus (except the financial statements and notes thereto, the financial statement schedules and other financial data included or incorporated by reference therein or omitted therefrom, as to which Torys need not express any opinion), when such document was filed with the Commission, appear on their face to have been appropriately responsive in all material respects to the requirements of the Exchange Act, and the rules and regulations thereunder and (2) each underlying Canadian disclosure document contained within the documents, if any, filed by the Guarantor pursuant to the Exchange Act and incorporated by reference in the Prospectus (except the financial statements and notes thereto, the financial statement schedules and other financial data included or incorporated by reference therein or omitted therefrom, as to which Torys need not express any opinion), when such document was filed with the Ontario Securities Commission (the “OSC”), appear on their face to have been appropriately responsive in all material respects to the requirements of applicable securities laws of the Province of Ontario and the regulations, rules, rulings, decisions and orders made thereunder, together with the applicable policy statements and prescribed forms issued by the Canadian securities administrators, as interpreted and applied by the OSC (“Ontario Securities Laws”);

(ix) to such counsel’s knowledge, there are no (1) legal or governmental proceedings pending or threatened to which the Guarantor or any Significant Subsidiary (excluding the JHFS Subsidiaries) is a party, or to which any of the properties of the Guarantor or any Significant Subsidiary (excluding the JHFS Subsidiaries) is subject, that are required under Ontario Securities Laws to be described in the underlying Canadian disclosure documents contained within the documents filed by the Guarantor pursuant to the Exchange Act and incorporated by reference in the Prospectus and are not so described or (2) statutes or regulations of the Province of Ontario or Canadian federal statutes or regulations applicable therein or contracts of the Guarantor that are required under Ontario Securities Laws to be described in the underlying Canadian disclosure documents contained within the documents filed by the Guarantor pursuant to the Exchange Act and incorporated by reference in the Prospectus that are not described as required;

(x) a court of competent jurisdiction in the Province of Ontario (an “Ontario Court”) would give effect to the choice of the law of the State of New York (“New York Law”) as the proper law governing the Agreement and the Subordinated Guarantee, provided that such choice of law is bona fide (in the sense that it was not made with a view to avoiding the consequences of the laws of any other jurisdiction) and provided that such choice of law is not contrary to public policy, as that term is applied by an Ontario Court. Based on the facts of which such counsel is aware, in such counsel’s opinion, there are no reasons under the laws of the Province of Ontario or the federal laws of Canada applicable therein for avoiding the choice of New York Law to govern the Agreement and the Subordinated Guarantee;

(xi) in an action on a final and conclusive judgment for a fixed sum of money of any State or Federal Court in the Borough of Manhattan, City and State of New York

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(a “New York Court”) that is not impeachable as void or voidable under New York Law, an Ontario Court (a) would not refuse to recognize the non-exclusive jurisdiction of the court rendering such judgment on the basis of process being served on John Hancock Life Insurance Company of New York (formerly known as The Manufacturers Life Insurance Company of New York) as the agent of the Guarantor to receive service of process in the United States under the Agreement or the Subordinated Guarantee provided the Guarantor has not purported to revoke the appointment or John Hancock Life Insurance Company of New York has not terminated the agency or otherwise rendered service on it ineffective and (b) would give effect to the provisions in the Agreement and the Subordinated Guarantee whereby the Guarantor submits to the non-exclusive jurisdiction of a New York Court;

(xii) if the Agreement or the Subordinated Guarantee are sought to be enforced in the Province of Ontario in accordance with the laws applicable thereto as chosen by the parties, namely New York Law, an Ontario Court would, to the extent specifically pleaded and proved as a fact by expert evidence, recognize the choice of New York Law and, upon appropriate evidence as to such law being adduced, apply such law to all issues that under the conflict of laws rules of the Province of Ontario are to be determined in accordance with the proper or general law of a contract, provided that none of the provisions of the Agreement or the Subordinated Guarantee, or of New York Law, are contrary to public policy as that term is applied by an Ontario Court; provided, however, that, in matters of procedure, the laws of the Province of Ontario will be applied, including the Limitations Act, 2002 (Ontario), and an Ontario Court will retain discretion to decline to hear such action if it is contrary to public policy, as that term is applied by an Ontario Court, for it to do so, or if it is not the proper forum to hear such an action, or if concurrent proceedings are being brought elsewhere. Based on the facts of which such counsel is aware, in such counsel’s opinion, there are no reasons under the laws of the Province of Ontario or the federal laws of Canada applicable therein and no reasons, to such counsel’s knowledge, with respect to the application of New York Law by an Ontario Court, for avoiding enforcement of the Agreement or the Subordinated Guarantee, based on public policy, as that term is applied by an Ontario Court; and

(xiii) the laws of the Province of Ontario and the federal laws of Canada applicable therein permit an action to be brought in an Ontario Court on a final and conclusive judgment in personam for a fixed sum of money of a New York Court that is subsisting and unsatisfied respecting the enforcement of the Agreement or the Subordinated Guarantee that is not impeachable as void or voidable under New York Law for a sum certain if: (a) such judgment was not obtained by fraud or in a manner contrary to natural justice and the enforcement thereof would not be inconsistent with public policy as such term is applied by an Ontario Court, or contrary to any order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada) in respect of certain judgments, laws and directives having effect on competition in Canada; (b) the enforcement of such judgment would not be contrary to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other laws of general application affecting the enforcement of the rights and remedies of creditors generally and does not constitute, directly or indirectly, the enforcement of foreign revenue, expropriatory or penal laws or other laws of a public nature; (c) the action to enforce such

8

judgment is commenced within applicable limitation periods, except that under the Currency Act (Canada), an Ontario Court may only give judgment in Canadian dollars; (d) interest payable on the Notes is not characterized by an Ontario Court as interest payable at a criminal rate within the meaning of Section 347 of the Criminal Code (Canada); (e) a court rendering such judgment had jurisdiction over the Guarantor as recognized by the courts of the Province of Ontario (in such counsel’s opinion, submission under the provisions of the Agreement and the Subordinated Guarantee to the non-exclusive jurisdiction of a New York Court will be sufficient for this purpose) and the Guarantor was properly served in the action leading to such judgment; and (f) no new admissible evidence relevant to the action is discovered prior to rendering of judgment by the court in the Province of Ontario. Based on the facts of which such counsel is aware, in such counsel’s opinion, there are no reasons under the laws of the Province of Ontario or the federal laws of Canada applicable therein for avoiding recognition of judgments of a New York Court under the Agreement or the Subordinated Guarantee based on public policy, as that term is applied by an Ontario Court.

During the course of the preparation of the Registration Statement and the Prospectus, Torys discussed the affairs of the Guarantor (excluding the affairs of the JHFS Subsidiaries) with certain of its officers and other representatives and with representatives of the Purchasing Agent. Although Torys has not independently verified, and is not passing upon and does not assume responsibility for, the accuracy, completeness or fairness of statements contained in the Registration Statement or the Prospectus as amended or supplemented (except as set forth in paragraphs (vii) and (viii) above), it does hereby advise you that, based upon such discussions and upon the review of documents and records as referred to above, no facts have come to its attention which cause it to believe that, insofar as it relates to the Guarantor (excluding the JHFS Subsidiaries), (A) the Registration Statement at the time it became effective or on the date the Registration Statement was last deemed amended contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) that the Prospectus, as amended or supplemented, as of its date and as of the Commencement Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no advice is given as to the financial statements and notes thereto, the financial statement schedules and the other financial data and the Form T-1 included or incorporated by reference in the Registration Statement and the Prospectus.

(d) You shall have received a favorable opinion of Jonathan Chiel, General Counsel of the Company, or other in-house counsel to the Company reasonably acceptable to the Purchasing Agent, dated the Commencement Date, to the effect that:

(i) to such counsel’s knowledge, the Company is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which it owns or leases substantial properties or in which the conduct of its business requires such qualification and in which the failure to so qualify would result in a Material Adverse Change;

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(ii) the execution and delivery of the Indenture, the execution and delivery of the Subordinated Guarantee, the issuance of the Notes in accordance with the Indenture and the sale of the Notes pursuant to this Agreement (1) do not and will not result in any violation of the articles of organization or by-laws of the Company, each as amended, (2) to such counsel’s knowledge, do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any agreement or other instrument binding upon the JHFS Subsidiaries, the Company or any subsidiary of the Company that is a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Securities Act (each, a “Significant Company Subsidiary”) filed or incorporated by reference as an exhibit to the Company’s Form 10-K for the year ended December 31, 2001, and (3) do not and will not result in a violation of any existing provision of any material law, rule or regulation of the United States or the Commonwealth of Massachusetts applicable to the Company or any of its Significant Subsidiaries or any material judgment, order, writ, injunction or decree known to such counsel of any governmental authority or court having jurisdiction over the Company or any of its Significant Subsidiaries;

(iii) the Company has full power and authority to authorize, issue and sell the Notes as contemplated by this Agreement;

(iv) the statements in the documents incorporated by reference into the Prospectus under the captions “Business of John Hancock Life Insurance Company — Regulations” and “Legal Proceedings” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 and Part II—Item 1, “Legal Proceedings” in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, insofar as such statements constitute summaries of the documents (or provisions thereof), statutes (or provisions thereof) or legal proceedings referred to therein, fairly present the information required to be described with respect to such documents (or provisions thereof), statutes (or provisions thereof) or legal proceedings and fairly summarize in all material respects such documents (or provisions thereof), statutes (or provisions thereof), or legal proceedings; and

(v) to such counsel’s knowledge, there are no (1) legal or governmental proceedings pending or threatened to which the Company or any Significant Subsidiary is a party, or to which any of the properties of the Company or any Significant Subsidiary is subject, that are required to be described in the Registration Statement or the Prospectus and are not so described or (2) statutes, regulations or contracts that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.

(e) You shall have received on the Commencement Date a letter dated the Commencement Date from each of Ernst & Young LLP, independent registered public accountants for the Company, and Ernst & Young LLP, independent chartered accountants for the Guarantor, containing statements and information of the type ordinarily included in auditors’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus relating to the Securities.

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(f) You shall have received a favorable opinion of Gibson, Dunn & Crutcher LLP, counsel for the Agents, dated such Commencement Date, to the effect set forth in Section II(b) in clauses (ii), (iii), (iv) and (x)(2) and subsection (B) of the paragraph following clause (xi).

(g) You shall have received a certificate of the secretary or assistant secretary of the Company as to (i) the articles of organization of the Company, as amended, (ii) the by-laws of the Company, as amended, and (iii) the resolutions authorizing the issuance and sale of the Notes and certain related matters.

(h) You shall have received a certificate of the secretary or assistant secretary of the Guarantor as to (i) the letters patent of the Guarantor, as amended, (ii) the by-laws of the Guarantor, as amended, and (iii) the resolutions authorizing the issuance of the Subordinated Guarantee and certain related matters.

The obligations of the Purchasing Agent to purchase Securities as principal, both under this Agreement and under any Terms Agreement, are subject to the conditions that (i) no litigation or proceeding shall be threatened or pending to restrain or enjoin the issuance or delivery of the Securities, or which in any way questions or affects the validity of the Securities, (ii) no stop order suspending the effectiveness of the Registration Statement or cease trade order in respect of any of the Securities offered thereunder shall be in effect and no order preventing or suspending the use of any Prospectus relating to the Securities shall have been issued by the Commission, and no proceedings for any such purpose shall be pending before or threatened by the Commission and (iii) there shall have been no Material Adverse Change, each of which conditions shall be met on the corresponding Settlement Date (as defined in Section IV(b)). Further, if specifically called for by any written agreement by the Purchasing Agent to purchase Securities as principal, the Purchasing Agent’s obligations hereunder and under such agreement shall be subject to such of the additional conditions set forth in clause (a), as it relates to the executive officer’s certificate, and clauses (b), (c), (d) and (e) above, as agreed to by the parties, each of which such agreed conditions shall be met on the corresponding Settlement Date.

III.

In further consideration of your agreements herein contained, the Company and the Guarantor covenant as follows:

(a) To furnish to you, without charge, a copy of (i) the Indenture, (ii) the Subordinated Guarantee, (iii) resolutions of its Board of Directors (or Executive Committee) authorizing the issuance and sale of its Securities and the grant of the Subordinated Guarantee, certified by the Secretary or Assistant Secretary of the Company or the Guarantor, as the case may be, as having been duly adopted, (iv) the Registration Statement including exhibits and documents incorporated by reference therein; provided, however, that the Guarantor shall only be required to provide the Guarantor’s periodic filings required to be filed with the Commission pursuant to Section 13(a), 13(c), or 15(d) of the Exchange Act (if not already provided) to the Purchasing Agent, on behalf of the Agents, on the date on which such filings are first transmitted for filing with the Commission, and that the Company shall only be required to provide the Company’s periodic filings (if any) to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act to the Purchasing Agent, on behalf of the Agents, on the date on which such filings are to be transmitted for filing with the Commission; and (v) as many copies

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of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request.

(b) Before amending or supplementing the Registration Statement or the Prospectus (other than amendments or supplements to change interest rates and other than amendments or supplements in the form of the Guarantor’s or the Company’s periodic filings (if any) to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that are incorporated by reference in the Prospectus), to furnish you a copy of each such proposed amendment or supplement, and to afford you a reasonable opportunity to comment on any such proposed amendment or supplement.

(c) To furnish you copies of each amendment to the Registration Statement and of each amendment and supplement to the Prospectus in such quantities as you may from time to time reasonably request; and if at any time when the delivery of a Prospectus shall be required by law in connection with sales of any of the Securities, either (i) any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) for any other reason it shall be necessary to amend or supplement the latest Prospectus, as then amended or supplemented, or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act, the Exchange Act, the Company will (A) notify you to suspend the solicitation of offers to purchase Securities and if notified by the Company, you shall forthwith suspend such solicitation and cease using the Prospectus as then amended or supplemented and (B), if the Company notifies you that it would like you to resume the solicitation of offers to purchase, promptly prepare and file with the Commission such document incorporated by reference in the Prospectus or an amendment or supplement to the Registration Statement or the Prospectus which will correct such statement or omission or effect such compliance and will provide to you without charge a reasonable number of copies thereof, which you shall use thereafter.

(d) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such states of the United States as you shall reasonably request and such other jurisdictions as we mutually agree and to pay all reasonable expenses (including fees and disbursements of your counsel) in connection with such qualification; provided, that, in connection therewith neither the Company nor the Guarantor shall be required to qualify as a foreign corporation to do business, or to file a general consent to service of process, in any jurisdiction.

(e) The Guarantor and, if required to file periodic reports with the Commission, the Company will make generally available to its security holders and to you as soon as practicable earning statements that satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder covering twelve month periods beginning not later than the first day of the Guarantor’s or, if the Company is required to file periodic reports with the Commission, the Company’s fiscal quarter, as the case may be, next following the “effective date” (as defined in Rule 158 under the Securities Act) of the Registration Statement with respect to each sale of Securities.

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(f) (i) If the Company, the Guarantor and the Purchasing Agent mutually agree to list Notes on any stock exchange (a “Stock Exchange”), to use their reasonable efforts, in cooperation with the Purchasing Agent, to cause such Notes to be accepted for listing on any such Stock Exchange, in each case as the Company, the Guarantor and the Purchasing Agent shall deem to be appropriate. In connection with any such agreement to list Notes on a Stock Exchange, the Company and the Guarantor shall use their reasonable efforts to obtain such listing promptly and shall furnish any and all documents, instruments, information and undertakings that may be reasonably necessary or advisable in order to obtain and maintain the listing.

(ii) So long as any Note remains outstanding and listed on a Stock Exchange, if the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact relating to any matter described in the Prospectus the inclusion of which was required by the listing rules and regulations of such Stock Exchange on which any Notes are listed (the “Listing Rules”) or by such Stock Exchange, to provide to the Purchasing Agent information about the change or matter and to amend or supplement the Prospectus in order to comply with the Listing Rules or as otherwise requested by the Stock Exchange.

(iii) To use reasonable efforts to comply with any undertakings given by it from time to time to any Stock Exchange on which any Notes are listed.

(g) To notify the Purchasing Agent promptly in writing in the event that the Company does not have a security listed on the New York Stock Exchange.

(h) The Company will notify the Purchasing Agent as soon as practicable, and in any event within one business day, and confirm such notice in writing, of any change in the rating assigned by any nationally recognized statistical rating organization, as such term is defined in Rule 436(g)(2) under the Securities Act, to the Medium-Term Note Program under which the Securities are issued (the “Program”) or any debt securities (including the Securities) of the Company or the Guarantor, or the public announcement by any nationally recognized statistical rating organization that it has under surveillance or review, with possible negative implications, its rating of the Program or any such debt securities, or the withdrawal by any nationally recognized statistical rating organization of its rating of the Program or any such debt securities.

(i) To notify the Purchasing Agent at least 30 days in advance of any amendment or modification to, or withdrawal of, the Subordinated Guarantee.

IV.

(a) Solicitations as Agent. You hereby agree, as Agents hereunder, to use your reasonable best efforts to solicit and receive offers to purchase Securities upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to you from time to time by the Company. For the purpose of such solicitation you will use the Prospectus as then amended or supplemented which has been most recently distributed to you by the Company, and you will solicit offers to purchase only as permitted or contemplated thereby and herein. The Company reserves the right, in its sole discretion, to suspend solicitation of offers to purchase Securities commencing at any time for any period of time or permanently. Upon

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receipt of instructions (which may be given orally) from the Company, you will as soon as practicable, but in any event no later than one business day after receipt of such instructions, suspend solicitation of offers to purchase until such time as the Company has advised the Purchasing Agent that such solicitation may be resumed. In addition, the Company reserves the right to sell Securities on its own behalf, and may solicit and accept offers to purchase Securities from other agents without the assistance of the Agents; and, in the case of any such sale not resulting from a solicitation made by any Agent, no Concession (as defined below) will be payable with respect to such sale.

You are authorized to solicit orders for the Securities only in denominations of $1,000 or more (in multiples of $1,000). You are not authorized to appoint subagents or to engage the service of any other broker or dealer in connection with the offer or sale of the Securities without the consent of the Company; provided, however, the Purchasing Agent may engage the service of any other broker or dealer without the consent of the Company, provided that any such brokers or dealers engaged shall enter into a Master Selected Dealer Agreement in the form attached hereto as Exhibit E. The Purchasing Agent will provide the Company with a listing, updated each calendar quarter, of those brokers or dealers so engaged. In addition, unless otherwise instructed by the Company, the Purchasing Agent shall communicate to the Company, orally or in writing, the aggregate amount of offers to purchase each proposed issuance of Securities. The Company shall have the sole right to accept offers to purchase Securities offered through you and may reject any proposed purchase of Securities as a whole or in part. You shall have the right, in your discretion reasonably exercised, to reject any proposed purchase of Securities, as a whole or in part, and any such rejection shall not be deemed a breach of your agreements contained herein.

The Company agrees to pay the Purchasing Agent, as consideration for soliciting the sale of the Securities, a concession in the form of a discount equal to the percentages of the principal amount of each Note sold not in excess of the concession set forth in Exhibit A hereto (the “Concession”). Notwithstanding the foregoing, for Notes that bear a zero interest rate and are issued at a substantial discount from the principal amount payable at the Maturity Date (“Zero-Coupon Notes”), the Company agrees to pay the Purchasing Agent, as consideration for soliciting the sale of the Zero-Coupon Notes, a Concession in the form of a discount equal to the percentages of the initial offering price of each Zero-Coupon Note sold not in excess of the Concession set forth in Exhibit A hereto. The Purchasing Agent and the other Agents will share the Concession in such proportions as they may agree.

Except as provided in Section IV(b) hereof, in soliciting offers to purchase Securities from the Company, you are acting solely as agent for the Company and not as principal. If acting on behalf of the Company on an agency basis, you will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Securities has been accepted by the Company, but you shall not have any liability to the Company in the event such purchase is not consummated for any reason, other than to repay to the Company any Concession with respect thereto.

(b) Purchases as Principal. Each sale of Securities to an Agent as principal shall be made in accordance with the terms of this Agreement and a separate agreement, substantially in the form of Exhibit C attached hereto, to be entered into on behalf of such Agent(s) by the Purchasing Agent, which will provide for the sale of such Securities to, and the purchase and

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reoffering thereof by, the Purchasing Agent as principal. Each such separate agreement (which may be an oral agreement and confirmed in writing as described below among the Purchasing Agent and the Company) is herein referred to as a “Terms Agreement”. A Terms Agreement may also specify certain provisions relating to the reoffering of such Securities by the Purchasing Agent. The Purchasing Agent’s agreement to purchase Securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company and the Guarantor herein contained and shall be subject to the terms and conditions herein set forth. Except pursuant to a Terms Agreement, under no circumstances shall you be obligated to purchase any Securities for your own account. Each Terms Agreement, whether oral (and confirmed in writing which may be by facsimile transmission) or in writing, shall describe the Securities to be purchased pursuant thereto by the Purchasing Agent as principal, and may specify, among other things, the principal amount of Securities to be purchased, the interest rate or formula and maturity date or dates of such Securities, the interest payment dates, if any, the price to be paid to the Company for such Securities, the initial public offering price at which the Securities are proposed to be reoffered, and the time and place of delivery of and payment for such Securities (the “Settlement Date”), whether the Notes provide for a survivor’s option or for optional redemption by the Company and on what terms and conditions, and any other relevant terms. Terms Agreements may take the form of an exchange of any standard form of written telecommunication between the Purchasing Agent and the Company.

In connection with the resale of the Securities purchased, without the consent of the Company, you are not authorized to appoint subagents or to engage the service of any other broker or dealer, nor may you reallow any portion of the discount paid to you by the Company in excess of the designated reallowance portion; provided, however, that the Purchasing Agent may engage the service of any other broker or dealer without the consent of the Company, provided that any such brokers or dealers engaged shall enter into a Master Selected Dealer Agreement in the form attached hereto as Exhibit E. The Purchasing Agent will provide the Company with a listing, updated each calendar quarter, of those brokers or dealers so engaged. Unless authorized by the Purchasing Agent in each instance, each Agent agrees not to purchase and sell Securities for which an order from a client has not been received.

Each purchase of Securities by the Purchasing Agent from the Company shall be at a discount from the principal amount of each such Security on the date of issue not in excess of the applicable Concession set forth in Exhibit A hereto. Notwithstanding the foregoing, for Zero-Coupon Notes, each purchase of Zero-Coupon Notes by the Purchasing Agent from the Company shall be at a discount from the initial offering price of each such Security on the date of issue not in excess of the applicable Concession set forth in Exhibit A hereto.

(c) Public Offering Price. Unless otherwise authorized by the Company, all Securities shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any, with the exception of Zero-Coupon Notes. Zero-Coupon Notes shall be sold to the public at a purchase price no greater than an amount, expressed as a percentage of the principal face amount of such Securities, equal to (i) the net proceeds to the Company on the sale of such Securities, plus (ii) the Concession, plus (iii) accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Selling Group (as defined in Exhibit B attached hereto) member responsible for such sale, and delivered to the

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purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

(d) Procedures. Procedural details relating to the issue and delivery of, and the solicitation of offers to purchase and payment for, the Securities, whether under Section IV(a) or IV(b) of this Agreement, are set forth in the Administrative Procedures attached hereto as Exhibit B, as amended from time to time (the “Procedures”). The provisions of the Procedures shall apply to all transactions contemplated hereunder. You, the Company and the Guarantor each agree to perform the respective duties and obligations specifically provided to be performed by each in the Procedures. The Procedures may only be amended by written agreement of the Company, the Guarantor and each of you.

(e) Prospectus Delivery; Marketing Materials. You shall, as required by applicable law, furnish to each person to whom you sell or deliver Securities a copy of the Prospectus (as then amended or supplemented) or, if delivery of the Prospectus is not required by applicable law, inform each such person that a copy thereof (as then amended or supplemented) will be made available upon request. You are not authorized to give any information or to make any representation not contained in the Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the Securities. You will not use any marketing materials other than the Prospectus and the brochure approved by the Company on or prior to the date hereof in connection with any offer or sale of the Securities except for marketing materials prepared by the Company, if any, and furnished to you together with written authorization from the Company to the Purchasing Agent to use the same hereunder. If you elect to distribute these additional marketing materials under the so called “free writing” exemption embodied in Section 2(10)(a) of the Securities Act (any such marketing materials, “Free Writing Materials”), you will use your best efforts to ensure that any intended recipients of such Free Writing Materials receive a Prospectus either prior to or concurrently with their receipt of the Free Writing Materials. The Company agrees that the Purchasing Agent may utilize the Company’s name, logo and service mark to identify the Company as a member of the Direct Access Notes Program in the Purchasing Agent’s general materials and marketing objectives relating to the Direct Access Notes Program (the “Marketing Materials”) that are provided to and approved in writing by the Company prior to their use. The Company hereby grants the Purchasing Agent a non-exclusive, nonsublicenseable, revocable, royalty-free license to use the Company’s name, logo and service marks solely in connection with their use in Marketing Materials that are provided to and approved in writing by the Company prior to their use. Any approvals from or authorizations by the Company under this Section IV(e) may be transmitted electronically by the Company to the Purchasing Agent.

(f) Compliance With Laws. You are aware that other than registering the Securities under the Securities Act and and the filing of required reports under the Exchange Act, no action has been or will be taken by the Company or the Guarantor that would permit the offer or sale of the Securities or possession or distribution of the Prospectus or any other offering material relating to the Securities in any jurisdiction where action for that purpose is required. In addition, the Purchasing Agent, severally and not jointly, agrees that it will observe all applicable state securities or “blue sky” laws and regulations in each jurisdiction in or from which it may directly or indirectly acquire, offer, sell or deliver Securities or have in its possession or distribute the Prospectus or any other offering material relating to the Securities, and it will obtain any consent, approval or permission required for the purchase, offer or sale by it of

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Securities under the state securities or “blue sky” laws and regulations in force in any such jurisdiction to which the Purchasing Agent is subject or in which it makes such purchase, offer or sale.

V.

The Company and the Guarantor represent and warrant to the Agents that as of the date hereof, as of each date on which the Company accepts an offer to purchase Securities (including any purchase by the Purchasing Agent as principal, pursuant to a Terms Agreement or otherwise), as of each date the Company issues and sells Securities and as of each date the Registration Statement or the Prospectus is amended or supplemented, as follows:

(a) each of the Company and the Guarantor represents and warrants that: (i) the Company and Guarantor meet the general eligibility requirements to use Form F-3 under the Securities Act, have filed a Registration Statement on Form F-3 (File No. 333-             ) in respect of the Securities with the Commission and the Company has caused the Trustee to prepare and file with the Commission a Form T-1; (ii) the Registration Statement has been declared effective by the Commission; (iii) no stop order suspending the effectiveness of the Registration Statement or any cease trade order in respect of any of the Securities offered thereunder is in effect and no order preventing or suspending the use of any Prospectus relating to the Securities has been issued by the Commission and no proceeding for that purpose has been initiated or, to the knowledge of the Company or the Guarantor, threatened by the Commission; (iv) each document filed, or to be filed, by it with the Commission and incorporated by reference in the Prospectus complied when so filed, or will comply on the date it is so filed, in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder; (v) the Registration Statement (including the documents incorporated by reference therein), filed with the Commission pursuant to the Securities Act relating to the Securities, as of its effective date, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (vi) each Prospectus, if any, filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with such Act and the applicable rules and regulations thereunder; (vii) the Registration Statement and each Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations thereunder, as applicable; and (viii) the Registration Statement and each Prospectus relating to the Securities do not and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that neither the Company nor the Guarantor makes any representations or warranties as to (1) that part of the Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee or (2) any statements or omissions made in reliance on and in conformity with written information provided by the Agents through the Purchasing Agent to the Company expressly for use in the Registration Statement or Prospectus or any amendment or supplement thereto; and provided further that the Company shall be deemed not to make any representation or warranty as to that part of the Registration Statement which describes the business, operations or financial condition of the Guarantor;

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(b) the Company represents and warrants that it is a corporation validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has the corporate power and corporate authority to own its properties and conduct its business as described in the Prospectus, and has been duly qualified to do business as a foreign corporation and is in good standing in each other jurisdiction in which it owns or leases substantial properties, or in which the conduct of its business requires such qualification, except to the extent that the failure to be duly qualified as a foreign corporation or to be in good standing as a foreign corporation in any such jurisdiction would not result in a Material Adverse Change;

(c) the Guarantor represents and warrants that it is a corporation validly existing under the Insurance Companies Act (Canada) and has the corporate power and corporate authority to own its properties and conduct its business as described in the Prospectus;

(d) the Company represents and warrants that the Notes have been duly authorized and, when the terms thereof have been established in accordance with the Indenture and when executed, authenticated, issued and delivered in the manner provided for in the Indenture against payment therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies; the Indenture has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies; the Indenture has been duly qualified under the Trust Indenture Act; and the Indenture conforms and the Notes of any particular issuance of Notes will conform in all material respects to the descriptions thereof contained in the Prospectus as amended or supplemented that relate to such issuance of Notes;

(e) the Guarantor represents and warrants that the Subordinated Guarantee has been duly authorized by the Guarantor, and such Subordinated Guarantee conforms in all material respects to the description thereof contained in the Prospectus;

(f) the Guarantor represents and warrants that when the Notes are issued, executed and authenticated in accordance with the Indenture, the Subordinated Guarantee will constitute a valid and legally binding obligation of the Guarantor with respect to such Notes, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general equitable principles and the discretion of courts in granting equitable remedies and to the provisions of the Currency Act (Canada) and the usury provisions of the Criminal Code (Canada);

(g) each of the Company and the Guarantor represents and warrants that, other than as set forth in the Prospectus, it and each of its respective subsidiaries have conducted their businesses and are in compliance in all material respects with all applicable United States federal and state laws and regulations, and the applicable laws and regulations of the Province of Ontario

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and the federal laws of Canada applicable therein, except for any noncompliance which would not result in a Material Adverse Change;

(h) each of the Company and the Guarantor represents and warrants that the execution and delivery by the Company of the Indenture, the issuance of the Notes in accordance with the Indenture, the sale of the Securities pursuant to this Agreement and the consummation of the transactions contemplated by the Indenture, this Agreement and any Terms Agreement will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it or any of its Significant Subsidiaries is a party or by which it or any of its Significant Subsidiaries is bound or to which any of its property or assets or any of its Significant Subsidiaries is subject, or (ii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties, except for such conflicts, breaches, violations or defaults under subsections (i) or (ii) immediately above that would not result in a Material Adverse Change, nor will such action result in any violation of the provisions of its articles of organization or letters patent, as the case may be, or by-laws; and except as disclosed in the Prospectus, no consent, approval, authorization of, or registration or filing with any court or governmental agency or body is required on its part for the solicitation of offers to purchase Securities in accordance with this Agreement, the issue and sale of the Securities in accordance with this Agreement or the consummation by it of the other transactions contemplated by this Agreement, any Terms Agreement or the Indenture, except (i) such as have been, or will have been prior to the Commencement Date, obtained (A) under the Securities Act and the Trust Indenture Act and (B) in connection with listing the initial series of Notes on the New York Stock Exchange and the registration of the Securities under the Exchange Act and (ii) such consents, approvals, authorizations, registrations or filings as may be required under United States state insurance laws and state securities or Blue Sky laws in connection with the solicitation by you of offers to purchase Securities from the Company and with purchases of Securities by you as principal, as the case may be, in each case in the manner contemplated hereby;

(i) each of the Company and the Guarantor represents and warrants that, other than as set forth in the Prospectus, there are no legal or governmental proceedings pending or, to its knowledge, threatened to which it or any of its subsidiaries is a party or to which any of its property or any of its subsidiaries is subject, which are of a character that are required to be disclosed in the Prospectus which have not been properly disclosed therein;

(j) the Company represents and warrants that, immediately after any sale of Securities hereunder or under any Terms Agreement, the aggregate amount of Securities which shall have been issued and sold by the Company hereunder or under any Terms Agreement and of any debt securities of the Company (other than such Securities) that shall have been issued and sold pursuant to the Registration Statement will not exceed the amount of debt securities registered under the Registration Statement;

(k) each of the Company and the Guarantor represents and warrants that it is not, and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, it will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;

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(l) Ernst & Young LLP, whose reports are included or incorporated by reference in the Registration Statement and the Prospectus, are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable rules and regulations thereunder and chartered accountants to the Guarantor and its subsidiaries, and are independent with respect to the Guarantor within the meaning of the Insurance Companies Act (Canada) and the Ontario Securities Laws. Each of the Company and the Guarantor represents and warrants that its financial statements (including the related notes but excluding the supporting schedules) included or incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects its consolidated financial position, results of operations and cash flows purported to be shown thereby, at the dates and for the periods indicated and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and conform in all material respects with the Securities Act and Ontario Securities Laws, as applicable, except as otherwise noted therein; and its supporting schedules included or incorporated by reference in the Registration Statement when considered in relation to such financial statements taken as a whole, present fairly in all material respects the information required to be stated therein;

(m) each of the Company and the Guarantor represents and warrants that it and its Significant Subsidiaries have all necessary consents, licenses, authorizations, approvals, exemptions, orders, certificates and permits (collectively, the “Consents”) of and from, and has made all filings and declarations (collectively, the “Filings”) with, all insurance regulatory authorities, all United States federal, Canadian, United States state, Canadian provincial, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, necessary to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Prospectus, except where the failure to have such Consents or to make such Filings would not, individually or in the aggregate, result in a Material Adverse Change; all such Consents and Filings are in full force and effect, it and its Significant Subsidiaries are in compliance with such Consents and neither it nor any of its Significant Subsidiaries has received any notice of any inquiry, investigation or proceeding that would reasonably be expected to result in the suspension, revocation or limitation of any such Consent or otherwise impose any limitation on the conduct of its business, except as set forth in the Prospectus or any such failure to be in full force and effect, failure to be in compliance with, suspension, revocation or limitation which would not, singly or in the aggregate, result in a Material Adverse Change; it is in compliance with, and conducts its businesses in conformity with, all applicable insurance laws and regulations, except where the failure to so comply or conform would not result in a Material Adverse Change;

(n) the Company represents and warrants that the Notes are rated A1 by Moody’s Investors Service, Inc. and AA+ by Standard & Poor’s Ratings Services, or, after the Commencement Date, such other rating as to which the Company shall have most recently notified the Agents pursuant to Section III(h) hereof; and

(o) the Company represents and warrants that the initial series of Notes issued by the Company under the Indenture has been approved for listing and remains listed on the New York Stock Exchange.

The above representations and warranties shall not apply to any statements or omissions made in the Prospectus in reliance upon and in conformity with information furnished in writing

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to the Company by you expressly for use therein. Each acceptance by the Company of an offer for the purchase of Securities and each issuance of Securities shall be deemed an affirmation by the Company and the Guarantor that the foregoing representations and warranties are true and correct at the time, as the case may be, of such acceptance or of such issuance, in each case as though expressly made at such time. The representations, warranties and covenants of the Company and the Guarantor shall survive the execution and delivery of this Agreement and the issuance and sale of the Securities.

Unless the Company has suspended the solicitation of offers to purchase Securities pursuant to paragraph (a) of Article IV, each time the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement) by (i) the filing of a post-effective amendment with the Commission, (ii) the filing by the Guarantor of a Form 40-F or Form 20-F pursuant to Section 13 of the Exchange Act, or (iii) the filing by the Company of a Form 10-K or Form 10-Q pursuant to Section 13 of the Exchange Act, or, if otherwise so agreed in a Terms Agreement in connection with a particular transaction, (1) the Company shall furnish the Agents with a written opinion, dated the date of such amendment, filing or as otherwise agreed, of counsel to the Company, in substantially the form previously delivered under Sections II(b) and II(d), but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided, however, unless otherwise agreed in connection with a transaction as set forth in a Terms Agreement, the opinion of Mintz Levin as required by Section II(b) shall be given by the Company’s General Counsel, Jonathan Chiel, or such other in-house counsel of the Company reasonably acceptable to the Purchasing Agent, whose opinion shall cover, in addition to the matters set forth in Section II(d) of this Agreement, those set forth in Section II(b) of this Agreement; (2) the Guarantor shall furnish the Agents with a written opinion, dated the date of such amendment, filing or as otherwise agreed, of counsel to the Guarantor, in substantially the form previously delivered under Section II(c), but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided, that, unless otherwise agreed in connection with a transaction as set forth in a Terms Agreement, the opinion of Torys shall be given by the Guarantor’s Deputy General Counsel, Richard Lococo, or such other in-house counsel of the Guarantor reasonably acceptable to the Purchasing Agent; (3) the Guarantor and the Company, as the case may be, shall furnish the Agents with letters, dated the date of such amendment, filing or as otherwise agreed, of Ernst & Young LLP, independent registered public accountants and chartered accountants, in substantially the form previously delivered under Section II(e), but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; and (4) each of the Company and the Guarantor shall furnish the Agents with a certificate, dated the date of such amendment, filing or as otherwise agreed and signed by an executive officer of the Company or the Guarantor, as the case may be, in substantially the form previously delivered under Section II(a), but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented at such date.

VI.

(a) (i) The Company agrees to indemnify and hold harmless you, each person, if any, who controls (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) you and each of your and such person’s officers and directors against any and all losses, liabilities, costs or claims (or actions in respect thereof) to which any of them may become subject (including all reasonable legal and other costs of investigating, disputing or

21

defending any such claim or action), insofar as such losses, liabilities, costs or claims (or actions in respect thereof) arise out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and (ii) the Guarantor agrees to indemnify and hold harmless you, each person, if any, who controls (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) you and each of your and such person’s officers and directors against any and all losses, liabilities, costs or claims (or actions in respect thereof) to which any of them may become subject (including all reasonable legal and other costs of investigating, disputing or defending any such claim or action), insofar as such losses, liabilities, costs or claims (or actions in respect thereof) arise out of or in connection with any untrue statement or alleged untrue statement of a material fact relating to the Guarantor or the Subordinated Guarantee contained in the Registration Statement or any Prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein relating to the Guarantor or the Subordinated Guarantee not misleading; provided, however: (1) that neither the Company nor the Guarantor shall be liable for any such loss, liability, cost, action or claim arising from any statements or omissions made in reliance on and in conformity with written information provided by the Agents through the Purchasing Agent to the Company or the Guarantor expressly for use in the Registration Statement or Prospectus or any amendment or supplement thereto; and (2) that neither the Company nor the Guarantor shall be liable to you or any person controlling you with respect to the Prospectus to the extent any such loss, liability, cost, action or claim to you or such controlling person results from the fact that you sold Securities to a person to whom there was not sent or given, at or prior to the earlier of either the mailing or delivery of the written confirmation of such sale or the delivery of such Securities to such person, a copy of the Prospectus as then amended or supplemented, if the Company has previously furnished copies thereof to you.

(b) Each Agent severally agrees to indemnify and hold harmless the Company and the Guarantor, each person, if any, who controls (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), the Company or the Guarantor, and the Company’s, the Guarantor’s and such controlling person’s officers and directors from and against any and all losses, liabilities, costs or claims (or actions in respect thereof) to which any of them may become subject (including all reasonable legal and other costs of investigating, disputing or defending any such claim or action), insofar as such losses, liabilities, costs or claims (or actions in respect thereof) (i) arise out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance on and in conformity with written information furnished to the Company or the Guarantor by such Agent through the Purchasing Agent expressly for use therein or (ii) arise solely from the use by such Agent of Free Writing Materials that are not preceded by or accompanied with a copy of the Prospectus.

(c) If any claim, demand, action or proceeding (including any governmental investigation) shall be brought or alleged against an indemnified party in respect of which

22

indemnity is to be sought against an indemnifying party pursuant to the preceding paragraphs, the indemnified party shall, promptly after receipt of notice of the commencement of any such claim, demand, action or proceeding, notify the indemnifying party in writing of the commencement of such claim, demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that, the omission to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under the foregoing provisions of this Section VI unless, and only to the extent that, such omission prejudices the ability of the indemnifying party to exercise substantive rights or defenses. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with the other indemnifying parties, if any, similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Article VI for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where reasonably necessary) for all such indemnified parties. Such firm shall be designated in writing by the indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

(d) If the indemnification provided for in this Section VI is unavailable to or insufficient to hold harmless an indemnified party under the preceding paragraphs of this Section VI in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantor on the one hand and each Agent on the other from the offering of the Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by

23

such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Guarantor on the one hand and each Agent on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantor on the one hand and each Agent on the other shall be deemed to be in the same proportion as the total net proceeds from the sale of Securities (before deducting expenses) received by the Company bear to the total commissions or discounts received by such Agent in respect thereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading relates to information supplied by the Company or the Guarantor on the one hand or by any Agent on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Guarantor and each Agent agree that it would not be just and equitable if contribution pursuant to this subsection (d) of Section VI were determined by per capita allocation (even if all Agents were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d) of Section VI. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) of Section VI shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d) of Section VI, no Agent shall be required to contribute any amount in excess of the amount by which the total public offering price at which the Securities purchased by it in the offering giving rise to the damages were sold exceeds the amount of any damages which such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of each of the Agents under this subsection (d) of Section VI to contribute are several in proportion to the respective purchases made by or through it to which such loss, claim, damage or liability (or action in respect thereof) relates and are not joint.

(e) The indemnity and contribution agreements contained in this Section VI and the representations and warranties of the Company, the Guarantor and you in this Agreement shall remain operative and in full force and effect regardless of: (i) any termination of this Agreement; (ii) any investigation made by or on behalf of the Agents; (iii) any investigation by an indemnified party or on such party’s behalf or any person controlling an indemnified party or by or on behalf of the indemnifying party, its directors or officers or any person controlling the indemnifying party; and (iv) acceptance of and payment for any of the Securities.

VII.

This Agreement may be terminated at any time by the Purchasing Agent, on the one hand, or the Company, on the other hand, upon the giving of five business days written notice of such termination to the other. In the event of any such termination, neither party shall have any liability to the other party hereto, except for obligations hereunder which expressly survive the termination of this Agreement and except that, if at the time of termination an offer for the

24

purchase of Securities shall have been accepted by the Company but the time of delivery to the purchaser or his agent of the Securities relating thereto shall not yet have occurred, the Company and the Guarantor shall have the obligations provided herein with respect to such Securities.

Subsequent to the execution of a Terms Agreement, (i) the Purchasing Agent may terminate such Terms Agreement, and (ii), if the Purchasing Agent does not elect to terminate such Terms Agreement pursuant to clause (i) of this sentence, upon the request of an Agent with respect to Securities to be purchased through the Purchasing Agent by such Agent, the Purchasing Agent shall terminate such Terms Agreement to the extent of the Securities that were to be purchased through the Purchasing Agent by such requesting Agent, in each case immediately upon notice to the Company, at any time at or prior to the Settlement Date relating thereto, if there shall have occurred any:

(A) change in the long term debt of the Guarantor or any change, or any development involving a prospective change, in the financial condition or in the earnings, business or operations of the Company and its subsidiaries, considered as a whole, or of the Guarantor, otherwise than as set forth or contemplated in the Prospectus (exclusive of any supplement to the Prospectus filed after the execution of a Terms Agreement and at or prior to the related Settlement Date), the effect of which is, in the judgment of the Purchasing Agent or such requesting Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering of such Securities or enforce contracts for the sale of such Securities; or

(B) downgrading in the rating of the Company’s or the Guarantor’s debt securities (including the Securities) by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), and no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of such debt securities; or

(C) banking moratorium declared by Canadian federal, Ontario provincial, United States federal or New York state authorities, or the authorities of any country in whose currency any Notes are denominated under the applicable Terms Agreement; or

(D) any attack on, or outbreak or escalation of hostilities or act of terrorism involving the United States or any country in whose currency any Notes are denominated under the applicable Terms Agreement is involved, any declaration of war by the United States Congress, any material adverse change in financial markets or any other substantial national or international calamity or emergency if, in the judgment of the Purchasing Agent or such requesting Agent, the effect of any such attack, outbreak, escalation, act, material adverse change, declaration, calamity or emergency makes it impracticable or inadvisable to proceed with the public offering of such Securities or enforce contracts for the sale of such Securities; or

(E) trading in any securities of the Guarantor has been suspended or limited by the Commission or the OSC or a national securities exchange, or if trading generally on the New York Stock Exchange or the Toronto Stock Exchange or the American Stock Exchange or in the Nasdaq National Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been

25

required, by either of said exchanges or by such system or by order of the Commission, the OSC, the National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States.

The termination of this Agreement shall not require termination of any agreement by the Purchasing Agent to purchase Securities as principal, and the termination of any Terms Agreement shall not, in and of itself, require termination of this Agreement.

If this Agreement is terminated, the last sentence of the second paragraph of Section IV(a), Section III(c), (d) and (e), Section VI, and the first paragraph of Section XII shall survive; provided, that, if at the time of termination of this Agreement an offer to purchase Securities has been accepted by the Company but the time of delivery to the purchaser or its agent of such Securities has not occurred, the provisions of Section III(a) and (b), and Section IV(b) and (d) shall also survive until time of delivery.

VIII.

Except as otherwise specifically provided herein, all statements, requests and notices hereunder shall be in writing, or by telephone if promptly confirmed in writing, and if to you shall be sufficient in all respects if delivered in person or sent by telecopier transmission (confirmed in writing), a nationally recognized overnight courier or registered mail to you at your address, telex or telecopier number set forth below by your signature and if to the Company or the Guarantor shall be sufficient in all respects if delivered or sent by any of such methods to the Company at 200 Clarendon Street, Boston, Massachusetts 02116, Attention: Guaranteed and Structured Financial Products Group, telecopier number (617) 572-9457, or such other address as may be supplied by one party to the other in writing from time to time. All such notices shall be effective on receipt.

IX.

This Agreement shall be binding upon you, the Company and the Guarantor, and inure solely to the benefit of you, the Company and the Guarantor and any other person expressly entitled to indemnification hereunder and the respective personal representatives, successors and assigns of each, and no other person shall acquire or have any rights under or by virtue of this Agreement. The term “successors” shall not include any purchaser of the Securities from any of the Agents merely by reason of such purchase.

X.

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York. By execution and delivery of this Agreement, the Guarantor: (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed John Hancock Life Insurance Company of New York, as authorized agent for service (the “Agent for Service”) upon whom process may be served in any legal action or proceeding against it arising out of or in connection with this Agreement that may be instituted in any New York Court; (ii) acknowledges that the Agent for Service has accepted such designation; and (iii) agrees that service of process upon the Agent for Service shall be deemed in every respect effective service of process upon the Guarantor in any such action or proceeding. Each party to

26

this Agreement irrevocably: (i) agrees that any legal action or proceeding against it arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered against it in connection with this Agreement may be brought in any New York Court; (ii) agrees that by execution and delivery of this Agreement, such party hereby irrevocably accepts and submits to the non-exclusive jurisdiction of any New York Court in personam, generally and unconditionally with respect to any such action or proceeding for itself and in respect of its property, assets and revenues; and (iii) waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding brought in any New York Court and any claim that any such action or proceeding has been brought in an inconvenient forum.

XI.

If this Agreement is executed by or on behalf of any party, such person hereby states that at the time of the execution of this Agreement he has no notice of revocation of the power of attorney by which he has executed this Agreement as such attorney.

XII.

The Company will pay the expenses incident to the performance of its and the Guarantor’s obligations under this Agreement, including: (i) the preparation and filing of the Registration Statement; (ii) the preparation, issuance and delivery of the Securities; (iii) the fees and disbursements of the Company’s and the Guarantor’s counsel and auditors, of the Trustee and its counsel and of any paying or other agents appointed by the Company or the Guarantor; (iv) the printing and delivery to you in quantities as hereinabove stated of copies of the Registration Statement and the Prospectus; (v) the reasonable fees and disbursements of Gibson, Dunn & Crutcher LLP, counsel for the Agents (including “Blue Sky” fees and disbursements, if any); (vi) if the Company lists Notes on a securities exchange, the costs and fees of such listing; and (vii) any fees charged by rating agencies for the rating of the Securities.

This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

As used herein, “business day” means any day other than a Saturday, Sunday or any day on which banking institutions are authorized or required by law, regulation or executive order to be closed in the City of New York.

27

If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement among the Company, the Guarantor and you.

Very truly yours,
JOHN HANCOCK LIFE INSURANCE COMPANY
By:
	Name:
	Title:
MANULIFE FINANCIAL CORPORATION
By:
	Name:
	Title:

Confirmed and accepted as of the date first above written:
ABN AMRO FINANCIAL SERVICES, INC.
By:
	Name:
	Title:

ABN AMRO Financial Services, Inc.

327 Plaza Real, Suite 225

Boca Raton, FL 33432

Attention: Patrick Kelly

Telefax: 561-416-6137

A.G. EDWARDS & SONS, INC.
By:
	Name:
	Title:

A.G. Edwards & Sons, Inc.

One North Jefferson Avenue

St. Louis, MO 63103

Attention: Joyce Opinsky

Telefax: 314-955-7341

BANC OF AMERICA SECURITIES, LLC
By:
	Name:
	Title:

Banc of America Securities, LLC

9 West 57^th Street

NY1-301-02-01

New York, NY 10019

Attention: Jonathan Lance

Telefax: 212-847-6236

CHARLES SCHWAB & CO., INC.
By:
	Name:
	Title:

Charles Schwab & Co., Inc.

345 California Street

19^th Floor

San Francisco, CA 94104

Attention: Peter Campfield

Telefax: 415-667-5087

CITIGROUP GLOBAL MARKETS INC.
By:
	Name:
	Title:

Citigroup Global Markets Inc.

388 Greenwich Street

32^nd Floor

New York, NY 10013

Attention: Martha Bailey

Telefax: 212-816-0949

NATIONAL FINANCIAL MARKETS GROUP, a division of National Financial Services LLC
By:
	Name:
	Title:

National Financial Markets Group,

a division of National Financial Services LLC

200 Seaport Blvd. - Suite 630 Z2H

Boston, Massachusetts 02210

Attention: Craig Beling

Telefax: 617-692-4933

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:
	Name:
	Title:

Merrill Lynch, Pierce, Fenner & Smith Incorporated

4 World Financial Center

New York, New York 10080

Attention: Transaction Management Group - Scott Primrose

Telefax: 212-449-2234

MORGAN STANLEY & CO. INCORPORATED
By:
	Name:
	Title:

Morgan Stanley & Co. Incorporated

1585 Broadway, 2nd Floor

New York, NY 10036

Attention: Greg Hamwi

Telephone: 212-761-2206

Telefax: 212-507-2460

with a copy to:

Morgan Stanley & Co. Incorporated

1585 Broadway, 4th Floor

New York, NY 10036

Attention: Financial Services Group - Hal Hendershot

Telephone: 212-761-1890

Telefax: 212-507-2409

RBC DAIN RAUSCHER, INC.
By:
	Name:
	Title:

RBC Dain Rauscher, Inc.

1211 Avenue of the Americas

Suite 3201

New York, NY 10036

Attention: Paul Rich

Telefax: 212-703-6384

UBS FINANCIAL SERVICES INC.
By:
	Name:
	Title:

UBS Financial Services Inc.

800 Harbor Blvd., 3rd Floor

Weehawken, NJ 07087-6791

Attention: Karen Rockey

Telephone: 201-352-7796

Telecopier: 201-271-9172

WACHOVIA SECURITIES, LLC
By:
	Name:
	Title:

Wachovia Securities, LLC

901 E. Byrd Street

West Tower, 3^rd Floor

Richmond, VA 23219

Attention: Craig Noble

Telefax: 804-868-2298

with a copy to:

Wachovia Securities, LLC

901 E. Byrd Street

West Tower, 3^rd Floor

Richmond, VA 23219

Attention: George Curci

Telefax: 804-868-2298

WM FINANCIAL SERVICES, INC.
By:
	Name:
	Title:

WM Financial Services, Inc.

17872 Gillette Avenue, Bldg C

Irvine, CA 92614

Attention: Steve Dunstone

Telefax: 949-442-5193

EXHIBIT A

SignatureNotes

JOHN HANCOCK LIFE INSURANCE COMPANY

DEALER AGENT PROGRAM

The following Concessions are payable as a percentage of the Price to Public of each Note sold to or through the Purchasing Agent and will not exceed the amounts listed below.

12 months to less than 23 months	0.600	%
23 months to less than 35 months	0.850	%
35 months to less than 47 months	1.375	%
47 months to less than 59 months	1.625	%
59 months to less than 71 months	2.000	%
71 months to less than 83 months	2.250	%
83 months to less than 95 months	2.250	%
95 months to less than 107 months	2.375	%
107 months to less than 119 months	2.375	%
119 months to less than 131 months	2.500	%
131 months to less than 143 months	2.750	%
143 months to less than 179 months	3.250	%
179 months to less than 239 months	3.500	%
239 months to 360 months	5.000	%

A-1

EXHIBIT B

JOHN HANCOCK LIFE INSURANCE COMPANY

$2,500,000,000

SignatureNotes

WITH MATURITIES OF TWELVE MONTHS OR MORE FROM DATE OF ISSUE

(FULLY AND UNCONDITIONALLY GUARANTEED BY

MANULIFE FINANCIAL CORPORATION)

ADMINISTRATIVE PROCEDURES

John Hancock Life Insurance Company (the “Company”) is offering its SignatureNotes with maturities of twelve months or more from date of issue (the “Notes”) on a continuing basis. The Notes are guaranteed fully and unconditionally by the Subordinated New Note Guarantee, dated as of April [    ], 2005 (the “Subordinated Guarantee”), of Manulife Financial Corporation (the “Guarantor”). The Notes will be offered by ABN AMRO Financial Services, Inc. (the “Purchasing Agent”), A.G. Edwards & Sons, Inc., Banc of America Securities, LLC, Charles Schwab & Co., Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, National Financial Markets Group, a division of National Financial Services LLC, RBC Dain Rauscher, Inc., UBS Financial Services Inc., Wachovia Securities, LLC and WM Financial Services, Inc. (collectively, the “Agents”) pursuant to a Selling Agent Agreement among the Company, the Guarantor and the Agents dated as of the date hereof (the “Selling Agent Agreement”) and one or more terms agreements substantially in the form attached to the Selling Agent Agreement as Exhibit C (each a “Terms Agreement”). The Notes are being resold by the Purchasing Agent (and by any Agent that purchases them from the Purchasing Agent) to (i) customers of the Agents or (ii) selected broker-dealers (the “Selling Group”) for distribution to their customers pursuant to a Master Selected Dealers Agreement (a “Dealers Agreement”) substantially in the form attached to the Selling Agent Agreement as Exhibit E. The Agents have agreed to use their reasonable best efforts to solicit offers to purchase Notes. The Notes will constitute unsecured and unsubordinated debt and the Subordinated Guarantee will be unsecured and subordinated; both the Notes and the Subordinated Guarantee have been registered with the Securities and Exchange Commission (the “Commission”). JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank) is trustee (the “Trustee”) under an Indenture, dated as of June 15, 2002, as amended on January 16, 2003 and April [    ], 2005 and as supplemented from time to time, between the Company and the Trustee (the “Indenture”) covering the Notes and the Subordinated Guarantee. Pursuant to the terms of the Indenture, JPMorgan Chase Bank also will serve as issuing agent and paying agent.

Each tranche of Notes will be issued in book-entry form and represented by one or more fully registered global notes without coupons (each, a “Global Note”) held by the Trustee, as agent for The Depository Trust Corporation (“DTC”) and recorded in the book-entry system maintained by DTC, or other depositary as is specified in the relevant Pricing Supplement (as defined in the Selling Agent Agreement). Each Global Note will have the annual interest rate, maturity and other terms set forth in the relevant Pricing Supplement (as defined in the Selling

B-1

Agent Agreement), and will be fully and unconditionally guaranteed by the Guarantor. Owners of beneficial interests in a Global Note will be entitled to physical delivery of Notes issued in certificated form equal in principal amount to their respective beneficial interests only upon certain limited circumstances described in the Indenture.

Administrative procedures and specific terms of the offering are explained below. Administrative responsibilities, accountable document control and record-keeping responsibilities will be performed by the Company’s Guaranteed and Structured Financial Products Group. The Company will advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee are to communicate regarding offers to purchase Notes and the details of their delivery. Notwithstanding anything herein to the contrary, the term “Trustee” as used in these administrative procedures shall mean JPMorgan Chase Bank, acting in its capacity as either Trustee under the Indenture, issuing agent or paying agent, as the context may require.

Notes will be issued in accordance with the administrative procedures set forth herein. To the extent the procedures set forth below conflict with or omit certain of the provisions of the Notes, the Indenture, the Selling Agent Agreement or the Prospectus and the Pricing Supplement (together, the “Prospectus”), the relevant provisions of the Notes, the Indenture, the Selling Agent Agreement and the Prospectus shall control. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Selling Agent Agreement, the Prospectus in the form most recently filed with the Commission, or in the Indenture.

Administrative Procedures for Notes

In connection with the qualification of Notes for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its obligations under a Letter of Representations from the Company and the Trustee to DTC, dated July 18, 2002, and a Medium-Term Note Certificate Agreement between the Trustee and DTC (the “Certificate Agreement”), dated December 2, 1988, and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement System (“SDFS”). The procedures set forth below may be modified in compliance with DTC’s then applicable procedures and upon agreement by the Company, the Trustee and the Purchasing Agent.

Maturities: Each Note will mature on a date (the “Stated Maturity Date”) not less than twelve months after the date of delivery by the Company of such Note. Notes will mature on any date selected by the initial purchaser and agreed to by the Company. “Maturity” when used with respect to any Note means the date (such date, the “Maturity Date”) on which the outstanding principal amount of such Note becomes due and payable in full in accordance with its terms, whether at its Stated Maturity Date or by declaration of acceleration, call for redemption, repayment, as a result of a valid exercise of the Survivor’s Option, if any, or otherwise.

B-2

Issuance:	Unless otherwise specified in an applicable Pricing Supplement, all Notes having the same terms will be represented initially by a single Global Note. Each Global Note will be dated and issued as of the date of its authentication by the Trustee. All Discount Notes which have the same terms (collectively, the “Zero-Coupon Terms”) will be represented initially by a single Global Note in fully registered form without coupons. Each Global Note will bear an original issue date (the “Original Issue Date”). The Original Issue Date shall remain the same for all Notes subsequently issued upon registration of transfer, exchange or substitution of an original Note regardless of their dates of authentication.
Identification Numbers:	The Company has received from the CUSIP Service Bureau (the “CUSIP Service Bureau”) of Standard & Poor’s Corporation (“Standard & Poor’s”) one series of CUSIP numbers consisting of approximately 900 CUSIP numbers for future assignment to Global Notes. The Company will provide DTC and the Trustee with a list of such CUSIP numbers. The Company will assign CUSIP numbers as described below under Settlement Procedure “B”. DTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Company has assigned to Global Notes. The Company will reserve additional CUSIP numbers when necessary for assignment to Global Notes and will provide the Trustee and DTC with the list of additional CUSIP numbers so obtained.
Registration:	Unless otherwise specified by DTC, Global Notes will be issued only in fully registered form without coupons. Each Global Note will be registered in the name of Cede & Co., as nominee for DTC, on the Note Register maintained under the Indenture by the Trustee. The beneficial owner of a Note (or one or more indirect participants in DTC designated by such owner) will designate one or more participants in DTC (with respect to such Note, the “Participants”) to act as agent or agents for such owner in connection with the book-entry system maintained by DTC, and DTC will record in book-entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such beneficial owner of such Note in the account of such Participants. The ownership interest of such beneficial owner in such Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in DTC.
Transfers:	Transfers of interests in a Global Note will be accomplished by book entries made by DTC and, in turn, by Participants (and in certain cases, one or more indirect participants in DTC) acting on behalf of beneficial transferors and transferees of such interests.

B-3

Exchanges:	The Trustee, at the Company’s request, may deliver to DTC and the CUSIP Service Bureau at any time a written notice of consolidation specifying (a) the CUSIP numbers of two or more Global Notes outstanding on such date that represent Notes having the same terms (except that Issue Dates need not be the same) and for which interest, if any, has been paid to the same date and which otherwise constitute Notes of the same series and tenor under the Indenture, (b) a date, occurring at least 30 days after such written notice is delivered and at least 30 days before the next Interest Payment Date, if any, for the related Notes, on which such Global Notes shall be exchanged for a single replacement Global Note; and (c) a new CUSIP number, obtained from the Company, to be assigned to such replacement Global Note. Upon receipt of such a notice, DTC will send to its Participants (including the issuing agent) and the Trustee a written reorganization notice to the effect that such exchange will occur on such date. Prior to the specified exchange date, the Trustee will deliver to the CUSIP Service Bureau written notice setting forth such exchange date and the new CUSIP number and stating that, as of such exchange date, the CUSIP numbers of the Global Notes to be exchanged will no longer be valid. On the specified exchange date, the Trustee will exchange such Global Notes for a single Global Note bearing, the new CUSIP number and the CUSIP numbers of the exchanged Global Notes will, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned. Notwithstanding the foregoing, if the Global Notes to be exchanged exceed $500,000,000 in aggregate principal or face amount, one replacement Global Note will be authenticated and issued to represent each $500,000,000 of principal or face amount of the exchanged Global Notes and an additional Global Note will be authenticated and issued to represent any remaining principal amount of such Global Notes (See “Denominations” below).
Denominations:	Notes will be issued in denominations of $1,000 or more (in multiples of $1,000). Global Notes will be denominated in principal or face amounts not in excess of $500,000,000. If one or more Notes having an aggregate principal or face amount in excess of $500,000,000 would, but for the preceding sentence, be represented by a single Global Note, then one Global Note will be issued to represent each $500,000,000 principal or face amount of such Note or Notes and an additional Global Note will be issued to represent any remaining principal amount of such Note or Notes. In such case, each of the Global Notes representing such Note or Notes shall be assigned the same CUSIP number.
Issue Price:	Unless otherwise specified in an applicable Pricing Supplement, each Note will be issued at the percentage of principal amount specified in the Prospectus relating to such Note.

B-4

Interest:

Unless otherwise specified in the Pricing Supplement, each Note will bear interest at either a fixed rate (each a “Fixed Rate Note”) or a floating rate (each a “Floating Rate Note”), which may be zero during all or any part of the term in the case of certain Notes issued at a price representing a substantial discount from the principal amount payable at Maturity. Interest on each Note will accrue from and including the Issue Date of such Note for the first interest period and from the most recent Interest Payment Date to which interest has been paid, or duly provided for, for all subsequent interest periods. Except as set forth hereafter, each payment of interest on a Note will include interest accrued to but excluding, as the case may be, the Interest Payment Date or the date of Maturity (other than a Maturity Date of a Note occurring on the 31st day of a month in which case such payment of interest will include interest accrued to but excluding the 30th day of such month). Each pending deposit message described under Settlement Procedure “C” below will be routed to Standard & Poor’s, which will use the message to include certain information regarding the related Notes in the appropriate daily bond report published by Standard & Poor’s.

Each Note will bear interest from and including its Issue Date at the rate per annum set forth thereon and in the applicable Pricing Supplement until the principal amount thereof is paid, or made available for payment, in full. Unless otherwise specified in the applicable Pricing Supplement, interest on each Note (other than a Zero-Coupon Note) will be payable either monthly, quarterly, semi-annually or annually on each Interest Payment Date and at Maturity (or on the date of redemption or repayment if a Note is repurchased by the Company prior to maturity pursuant to mandatory or optional redemption provisions or the Survivor’s Option). Interest will be payable to the person in whose name a Note is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date; provided, however, that interest payable at Maturity, on a date of redemption or in connection with the exercise of the Survivor’s Option will be payable to the person to whom principal shall be payable. Any payment of principal or interest required to be made on a Note on a day which is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such day, and no additional interest shall accrue as a result of such delayed payment. Unless otherwise specified in the applicable Pricing Supplement, any interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. The interest rates the Company will agree to pay on newly-issued Notes are subject to change without notice by the Company from time to time, but no such change will affect any Notes already issued or as to which an offer to purchase has been accepted by the Company.

B-5

	The Interest Payment Dates for a Note that provides for monthly interest payments shall be the fifteenth day of each calendar month, commencing in the calendar month that next succeeds the month in which the Note is issued. In the case of a Note that provides for quarterly interest payments, the Interest Payment Dates shall be the fifteenth day of each third month, commencing in the third succeeding calendar month following the month in which the Note is issued. In the case of a Note that provides for semi-annual interest payments, the Interest Payment dates shall be the fifteenth day of each sixth month, commencing in the sixth succeeding calendar month following the month in which the Note is issued. In the case of a Note that provides for annual interest payments, the Interest Payment Date shall be the fifteenth day of every twelfth month, commencing in the twelfth succeeding calendar month following the month in which the Note is issued. The Regular Record Date with respect to any Interest Payment Date shall be the date fifteen calendar days prior to such Interest Payment Date, whether or not such date shall be a Business Day; provided, however, that interest payable at Maturity will be payable to the person to whom principal shall be payable.
	Each payment of interest on a Note shall include accrued interest from and including the Issue Date or from and including the last day in respect of which interest has been paid (or duly provided for), as the case may be, to, but excluding, the Interest Payment Date or Maturity Date, as the case may be.
Calculation of Interest:	Unless otherwise specified in the applicable Pricing Supplement, any interest on the Notes (including interest for partial periods) will be calculated on the basis of a 360-day year of twelve 30-day months. (Examples of interest calculations are as follows: October 1, 2002 to April 1, 2003 equals 6 months and 0 days, or 180 days; the interest paid equals 180/360 times the annual rate of interest times the principal amount of the Note. The period from December 3, 2002 to April 1, 2003 equals 3 months and 28 days, or 118 days; the interest payable equals 118/360 times the annual rate of interest times the principal amount of the Note.)
Subordinated Guarantee:	Each Note will be fully and unconditionally guaranteed by a subordinated guarantee of Manulife Financial Corporation.
Business Day:	“Business Day” means, unless otherwise specified in the applicable Pricing Supplement, any day, other than a Saturday or Sunday, that meets the following applicable requirement: such day is not a day on which banking institutions are authorized or required by law, regulation or executive order to be closed in the City of New York.

B-6

Payments of Principal and Interest:	Payments of Principal and Interest. Promptly after each Regular Record Date, the Trustee will deliver to the Company and DTC a written notice specifying by CUSIP number the amount of interest, if any, to be paid on each Global Note on the following Interest Payment Date (other than an Interest Payment Date coinciding with a Maturity Date) and the total of such amounts. DTC will confirm the amount payable on each Global Note on such Interest Payment Date by reference to the daily bond reports published by Standard & Poor’s. On such Interest Payment Date, the Company will pay to the Trustee, and the Trustee in turn will pay to DTC, such total amount of interest due (other than on the Maturity Date), at the times and in the manner set forth below under “Manner of Payment”. If any Interest Payment Date for any Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Interest Payment Date.
	Payments on the Maturity Date. On or about the first Business Day of each month, the Trustee will deliver to the Company and DTC a written list of principal and interest to be paid on each Global Note representing Notes maturing or subject to redemption (pursuant to a sinking fund or otherwise) or repayment in the following month. The Trustee, the Company and DTC will confirm the amounts of such principal and interest payments with respect to each Global Note on or about the fifth Business Day preceding the Maturity Date of such Global Note. On the Maturity Date, the Company will pay to the Trustee, and the Trustee in turn will pay to DTC, the principal amount of such Global Note, together with interest, if any, due on such Maturity Date, at the times and in the manner set forth below under “Manner of Payment”. If the Maturity Date of any Global Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Maturity Date. Promptly after payment to DTC of the principal and interest due on the Maturity Date of such Global Note and all other Notes represented by such Global Note, the Trustee will cancel and dispose of such Global Note in accordance with the Indenture and so advise the Company.
	Manner of Payment. The total amount of any principal and interest due on Global Notes on any Interest Payment Date or at Maturity shall be paid by the Company to the Trustee in immediately available funds on such date. Prior to 10:00 a.m., New York City time, on the Maturity Date, or such later time as shall be permitted by DTC’s procedures, the Trustee will make payment to DTC in accordance with existing arrangements between DTC and the Trustee, in funds available for immediate use by DTC, each payment of interest, principal and premium, if any, due on a Global Note on such date. On each Interest Payment Date (other than on the Maturity Date) the Trustee will pay DTC such

B-7

	interest payments in same-day funds in accordance with existing arrangements between the Trustee and DTC. Thereafter, on each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants with payments in amounts proportionate to their respective holdings in principal amount of beneficial interest in such Global Note as are recorded in the book-entry system maintained by DTC. Neither the Company nor the Trustee shall have any direct responsibility or liability for the payment by DTC of the principal of, or premium, if any, or interest on, the Notes to such Participants.
	Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Note will be determined and withheld by the Participant, indirect participant in DTC or other person responsible for forwarding payments and materials directly to the beneficial owner of such Note.
Procedure for Rate Setting and Posting:	The Company and the Purchasing Agent will discuss, from time to time, the aggregate principal amounts of, the Maturities, the Issue Price and the interest rates to be borne by Notes that may be sold as a result of the solicitation of orders by the Agents. If the Company decides to set interest rates borne by any Notes in respect of which the Agents are to solicit orders (the setting of such interest rates to be referred to herein as “Posting”), or if the Company decides to change interest rates previously posted by it, it will promptly advise the Purchasing Agent of the prices and interest rates to be posted. The Purchasing Agent in turn will promptly advise the other Agents.
	The Company, in consultation with the Trustee, will assign a separate CUSIP number for each tranche of Notes to be posted, and will so advise and notify the Trustee and Purchasing Agent of said assignment by telephone and/or by telecopier or other form of electronic transmission prior to Posting. The Purchasing Agent will, in turn, include the assigned CUSIP number on all Posting notices communicated to the Agents and Selling Group members.
Offering of Notes:	In the event that there is a Posting, the Purchasing Agent will communicate to each of the Agents and Selling Group members the Maturities of, along with the interest rates to be borne by, each tranche of Notes that is the subject of the Posting. Thereafter, the Purchasing Agent, along with the other Agents and the Selling Group, will solicit offers to purchase the Notes accordingly.

B-8

Purchase of Notes by the Purchasing Agent:	The Purchasing Agent will, no later than 4:00 p.m. (New York City time) on the sixth day subsequent to the day on which such Posting occurs, or if such sixth day is not a Business Day, on the preceding Business Day, or on such other Business Day and time as shall be mutually agreed upon by the Company and the Agents (any such day, a “Trade Day”), (i) complete, execute and deliver to the Company a Terms Agreement that sets forth, among other things, the amount of each tranche that the Purchasing Agent is offering to purchase or (ii) inform the Company that none of the Notes of a particular tranche will be purchased by the Purchasing Agent. Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular tranche has been rejected, in whole or in part. The Purchasing Agent will thereafter promptly inform the other Agents and participating Selling Group members of the action taken by the Company.
Acceptance and Rejection of Orders:	Unless otherwise agreed by the Company and the Agents, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Purchasing Agent will promptly advise the Company by telephone of all offers to purchase Notes received by it, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. No order for less than $1,000 principal amount of Notes will be accepted, and no order will be accepted that is not for $1,000 or an integral multiple of $1,000.
Preparation of Pricing Supplement:	If any offer to purchase a Note is accepted by the Company, the Company will provide a Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit D) reflecting the terms of such Note and will have filed such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply a copy thereof (or additional copies if requested) to the Purchasing Agent, by no later than 11:00 a.m. New York City time on the Business Day immediately following the Trade Day, and one copy to the Trustee. The Purchasing Agent will cause a Prospectus and Pricing Supplement to be delivered to each of the other Agents and Selling Group members that purchased such Notes, and each of these, in turn, will, pursuant to the terms of the Selling Agent

B-9

	Agreement and the Master Selected Dealer Agreement, cause to be delivered a copy of the applicable Pricing Supplement to each purchaser of Notes from such Agent or Selling Group member.
	In each instance that a Pricing Supplement is prepared, the Agents will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed.
Delivery of Confirmation and Prospectus to Purchaser by Purchasing Agent:	Subject to “Suspension of Solicitation; Amendment or Supplement” below, the Agents will deliver a Prospectus (including the applicable Pricing Supplement) as herein described with respect to each Note sold by it.
	For each offer to purchase a Note solicited by an Agent and accepted by or on behalf of the Company, the Purchasing Agent will issue a confirmation to the purchaser, setting forth the terms of such Note and other applicable details described above and delivery and payment instructions. In addition, the Purchasing Agent will deliver to such purchaser the Prospectus (including the applicable Pricing Supplement) in relation to such Note prior to or together with the earlier of any written offer of such Note, delivery of the confirmation of sale or delivery of the Note.
Settlement:	The receipt of immediately available funds by the Company in payment for Notes and the authentication and issuance of the Global Note representing such Notes shall constitute “Settlement” with respect to such Note. All orders accepted by the Company will be settled within one to three Business Days pursuant to the timetable for Settlement set forth below, unless the Company and the purchaser agree to Settlement on a later date, which date shall be specified upon acceptance of such offer; provided, however, that in all cases the Company will notify the Trustee on the date issuance instructions are given.

B-10

Settlement Procedures:	In the event of a purchase of Notes by the Purchasing Agent, as principal, appropriate Settlement details, if different from those set forth below, will be set forth in the applicable Terms Agreement to be entered into between the Purchasing Agent, the Company and the Guarantor pursuant to the Selling Agent Agreement. Settlement Procedures with regard to each Note sold by an Agent, as agent for the Company, shall be as follows:
	A.	After the acceptance of an offer by the Company with respect to a Note, the Purchasing Agent will communicate the following details of the terms of such offer (the “Note Sale Information”) to the Company by telephone confirmed in writing or by facsimile transmission or other acceptable written means: 1.      Principal amount of the purchase; 2.      In the case of a Fixed Rate Note, the Interest Rate, or in the case of a Floating Rate Note, the initial interest rate, the interest reset dates, the interest rate index, basis, spread or multiplier, if any, and the minimum interest rate or maximum interest rate, if any; 3.      Interest payment dates; 4.      Settlement date; 5.      Maturity Date; 6.      Purchase price; 7.      Purchasing Agent’s commission determined pursuant to Section IV(a) of the Selling Agent Agreement; 8.      Net proceeds to the Company; 9.      Trade date; 10.    If a Note is redeemable by the Company, such of the following as are applicable: (i)     The date on and after which such Note may be redeemed (the “Redemption Commencement Date”), (ii)    Initial redemption price (% of par), and (iii)  Amount (% of par) that the initial redemption price shall decline (but not below par) on each anniversary of the Redemption Commencement Date; 11.    Whether the Note has the Survivor’s Option; 12.    If a Discount Note, the total amount of original issue discount, the yield to maturity and the initial accrual period of original issue discount;

B-11

	13.    DTC Participant Number of the institution through which the customer will hold the beneficial interest in the Global Note; and 14.    Such other terms as are necessary to complete the applicable form of Note.
B.	1. The Company will confirm the previously assigned CUSIP number to the Global Note representing the Notes and then advise the Trustee by Issuance Order (which may include instructions delivered by facsimile transmission confirmed promptly in writing by an Issuance Order) signed by an authorized person of the information set forth in Settlement Procedure “A” above and the name of the Purchasing Agent. 2. The Company will provide the Pricing Supplement reflecting the terms of such Note and will have filed such Pricing Supplement with the Commission and will supply a copy thereof to the Purchasing Agent, by no later than 11:00 a.m. New York City time on the Business Day immediately following the Trade Day, and one copy to the Trustee.
C.	The Trustee will communicate to DTC and the Purchasing Agent through DTC’s Participant Terminal System, a pending deposit message specifying the following Settlement information: 1.      The information received in accordance with Settlement Procedure ”A”. 2.      The numbers of the participant accounts maintained by DTC on behalf of the Trustee and the Purchasing Agent. 3.      The initial Interest Payment Date for such Note, number of days by which such date succeeds the related DTC record date (which term means the Regular Record Date, or in the case of Floating Rate Notes which reset weekly, the date five calendar days immediately preceding the applicable Interest Payment Date), and if then calculated, the amount of interest payable on such Initial Interest Payment Date (which amount shall have been confirmed by the Trustee). 4.      The CUSIP number of the Global Note representing such Notes. 5.      The frequency of payments of interest, if any, under the Notes.

B-12

	6.      The frequency of interest rate resets, if any, under the Notes. 7.      Whether such Global Note represents any other Notes issued or to be issued (to the extent then known).
D.	DTC will credit such Note to the participant account of the Trustee maintained by DTC.
E.	The Trustee will complete and deliver a Global Note (including the Subordinated Guarantee thereon) representing such Note in a form that has been approved by the Company, the Guarantor, the Agents and the Trustee.
F.	The Trustee will authenticate the Global Note representing such Note and maintain possession of such Global Note.
G.	The Trustee will enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC to (i) debit such Note to the Trustee’s participant account and credit such Note to the participant account of the Purchasing Agent maintained by DTC and (ii) debit the settlement account of the Purchasing Agent and credit the settlement account of the Trustee maintained by DTC, in an amount equal to the price of such Note less the Purchasing Agent’s commission. The entry of such a deliver order shall be deemed to constitute a representation and warranty by the Trustee to DTC that (a) the Global Note representing such Note has been issued and authenticated and (b) the Trustee is holding such Global Note pursuant to the Certificate Agreement.
H.	The Purchasing Agent will enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC to (i) debit such Note to the Purchasing Agent’s participant account and credit such Note to the participant accounts of the Participants to whom such Note is to be credited maintained by DTC and (ii) debit the settlement accounts of such Participants and credit the settlement account of the Purchasing Agent maintained by DTC, in an amount equal to the price of the Note so credited to their accounts.
I.	Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures “G” and “H” will be settled in accordance with SDFS operating procedures in effect on the Settlement Date.
J.	The Trustee will credit to an account of the Company maintained at JPMorgan Chase Bank funds available for immediate use in an amount equal to the amount credited to the Trustee’s DTC participant account in accordance with Settlement Procedure “G”.

B-13

	K.	The Trustee will send a copy of the Global Note representing such Note by first-class mail to the Company.
	L.	The Purchasing Agent will confirm the purchase of each Note to the purchaser thereof either by transmitting to the Participant to whose account such Note has been credited a confirmation order through DTC’s Participant Terminal System or by mailing a written confirmation to such purchaser. In all cases the Prospectus, as most recently amended or supplemented, must accompany or precede such confirmation.
	M.	Upon request by the Company, the Trustee will send to the Company a statement setting forth the principal amount of Notes outstanding as of that date under the Indenture and setting forth the CUSIP number(s) assigned to, and a brief description of, any orders which the Company has advised the Trustee but which have not yet been settled.
Settlement Procedures Timetable:	In the event of a purchase of Notes by the Purchasing Agent, as principal, appropriate Settlement details, if different from those set forth below, will be set forth in the applicable Terms Agreement to be entered into between the Purchasing Agent and the Company pursuant to the Selling Agent Agreement.
	For orders of Notes solicited by an Agent, as agent, and accepted by the Company, Settlement Procedures “A” through “M” shall be completed as soon as possible but not later than the respective times (New York City time) set forth below:

Settlement:
	Procedure	Time
	A	4:00 p.m. on the Trade Day.
	B.1	5:00 p.m. on the Trade Day.
	B.2	11:00 a.m. on the Business Day following the Trade Day
	C	2:00 p.m. on the Business Day before the Settlement Date.
	D	10:00 a.m. on the Settlement Date.
	E	12:00 p.m. on the Settlement Date.
	F	12:30 p.m. on the Settlement Date.
	G-H	2:00 p.m. on the Settlement Date.
	I	4:45 p.m. on the Settlement Date.
	J-L	5:00 p.m. on the Settlement Date
	M	At the request of the Company.

B-14

	NOTE: The Prospectus as most recently amended or supplemented must accompany or precede any written confirmation given to the customer (Settlement Procedure “L”). Settlement Procedure “I” is subject to extension in accordance with any extension Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Date.
	If Settlement of a Note is rescheduled or cancelled, the Trustee will deliver to DTC, through DTC’s Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m., New York City time, on the Business Day immediately preceding the scheduled Settlement Date.
Failure to Settle:	If the Trustee fails to enter an SDFS deliver order with respect to a Note pursuant to Settlement Procedure “G”, the Trustee may deliver to DTC, through DTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Note to the participant account of the Trustee maintained at DTC. DTC will process the withdrawal message; provided, that, such participant account contains Notes having the same terms and having a principal amount that is at least equal to the principal amount of such Note to be debited. If withdrawal messages are processed with respect to all the Notes issued or to be issued represented by a Global Note, the Trustee will cancel such Global Note in accordance with the Indenture, make appropriate entries in its records and so advise the Company. The CUSIP number assigned to such Global Note shall, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned. If withdrawal messages are processed with respect to one or more, but not all, of the Notes represented by a Global Note, the Trustee will exchange such Global Note for two Global Notes, one of which shall represent the Notes for which withdrawal messages have been processed and shall be cancelled immediately after issuance, and the other of which shall represent the remaining Notes previously represented by the surrendered Global Note and shall bear the CUSIP number of the surrendered Global Note. If the purchase price for any Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the related Agent may enter SDFS deliver orders through DTC’s participant Terminal System reversing the orders entered pursuant to Settlement Procedures “G” and “H”, respectively. Thereafter, the Trustee will deliver the withdrawal message and take the related actions described above. If such failure shall have occurred for any reason other than default by the Agent in the performance of its obligations hereunder or under the Selling Agent Agreement, the Company will reimburse the Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company.

B-15

	Notwithstanding the foregoing, upon any failure to settle with respect to a Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Notes that were to have been represented by a Global Note, the Trustee will provide, in accordance with Settlement Procedures “E” and “F”, for the authentication and issuance of a Global Note representing the other Notes to have been represented by such Global Note and will make appropriate entries in its records.
Procedure for Rate Changes:	Each time a decision is reached to change the interest rates on the Notes, the Company will promptly advise the Purchasing Agent of the new rates, who will forthwith advise the Agents and Selling Group Members and will suspend solicitation of purchases of Notes at the prior rates. The Agents may telephone the Company with recommendations as to the changed interest rates.
Suspension of Solicitation; Amendment or Supplement:	Subject to the Company’s and the Guarantor’s representations, warranties and covenants contained in the Selling Agent Agreement, the Company may instruct the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Notes. Upon receipt of such instructions (which may be given orally), each Agent will forthwith suspend solicitation until such time as the Company has advised it that solicitation of offers to purchase may be resumed.
	In the event that at the time the Company suspends solicitation of offers to purchase there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered.

B-16

	If the Company or the Guarantor decides to amend or supplement the Registration Statement or the Prospectus, the Company will promptly advise the Agents and furnish the Agents and the Trustee with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Selling Agent Agreement. Subject to the provisions of the Selling Agent Agreement, the Company and the Guarantor may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission.
Trustee Not to Risk Funds:	Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the Company, or the Agents or the purchasers, it being understood by all parties that payments made by the Trustee to either the Company or the Agents shall be made only to the extent that funds are provided to the Trustee for such purpose.
Advertising Costs:	The Company shall have the sole right to approve the form and substance of any advertising an Agent may initiate in connection with such Agent’s solicitation to purchase the Notes. The expense of such advertising will be solely the responsibility of such Agent, unless otherwise agreed to by the Company.

B-17

EXHIBIT C

JOHN HANCOCK LIFE INSURANCE COMPANY

SignatureNotes

TERMS AGREEMENT

                             , 200  

John Hancock Life Insurance Company

200 Clarendon Street

Boston, Massachusetts 02116

The undersigned agrees to purchase the following aggregate principal amount of Notes:

$                    

The terms of such Notes shall be as follows:

CUSIP Number:                                 

Interest Rate:                     %

Maturity Date:                                 

Price to Public:                     

Agent’s Concession:                     %

Reallowance:                     %

Fully and Unconditionally Guaranteed By: Manulife Financial Corporation Settlement Date, Time and Place:                                  

Survivor’s Option:                                        

Interest Payment Dates:                                

Optional Redemption, if any:                       

Initial Redemption Date:                      

Redemption Price: Initially % of Principal Amount and declining                 % of the

Principal Amount on each anniversary of the Initial Redemption Date until the

Redemption Price is 100% of the Principal Amount.

[Any other terms and conditions agreed to by such Agent and the Company]

ABN AMRO FINANCIAL SERVICES, INC.
By:
	Name:
	Title:

C-1

ACCEPTED:
JOHN HANCOCK LIFE INSURANCE COMPANY
By:
	Name:
	Title:

C-2

EXHIBIT D

FORM OF PRICING SUPPLEMENT

Filed Pursuant to Rule 424(b)(2)

Registration No.          -            

John Hancock Life Insurance Company

SignatureNotes

With Maturities of Twelve Months or More from Date of Issue

Fully and Unconditionally Guaranteed By Manulife Financial Corporation

Pricing Supplement No. ____	Trade Date: ______
(To Prospectus dated ____________)	Issue Date: ______
The date of this Pricing Supplement is _________

CUSIP or Common Code:
Price to Public:
Principal Amount:
Proceeds to Issuer:
Discounts and Commissions:
Reallowance:
Dealer:
Maturity Date:
Stated Annual Interest Rate:	Floating Rate Note	Floating Rate Note	Floating Rate Note	Floating Rate Note	Floating Rate Note
[Interest Rate Determination Date]
Interest Reset Periods:
Interest Reset Dates:
Day Count Convention:
Interest Rate Basis:
Index Maturity:
Spread:
Initial Interest Rate:
Maximum Interest Rate:
Minimum Interest Rate:
Interest Payment Frequency and Dates:
Interest Payment Date
First Interest Payment Date:
Additional Amounts:

D-1

Survivor’s Option:

Callable by Issuer:

If Callable by Issuer, dates and terms of redemption (including the redemption price)

Original Issue Discount¹:

Other Material Terms (if any):

¹ For information regarding certain tax provisions applicable to Original Issue Discount notes, including zero-coupon notes, see “Tax Consequences to U.S. Holders — Original Issue Discount Notes” in the Prospectus.

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Filed Pursuant to Rule 424(b)(2)

Registration No.          - -            

John Hancock Life Insurance Company

SignatureNotes

With Maturities of Twelve Months or More from Date of Issue

Fully and Unconditionally Guaranteed By Manulife Financial Corporation

Pricing Supplement No. ____	Trade Date: ______
(To Prospectus dated ____________)	Issue Date: ______
The date of this Pricing Supplement is _________
CUSIP or Common Code:
Price to Public:
Principal Amount:
Proceeds to Issuer:
Discounts and Commissions:
Reallowance:
Dealer:
Maturity Date:
Stated Annual Interest Rate:
Interest Payment Frequency:
First Payment Date:
Additional Amounts:
Survivor’s Option:
Callable by Issuer:
If Callable by Issuer, dates and terms of redemption (including the redemption price)
Original Issue Discount2:
Other Material Terms (if any):

² For information regarding certain tax provisions applicable to Original Issue Discount notes, including zero-coupon notes, see “Tax Consequences to U.S. Holders — Original Issue Discount Notes” in the Prospectus.

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EXHIBIT E

FORM OF MASTER SELECTED DEALER AGREEMENT

[Name of Broker-Dealer]

[Broker-Dealer’s Address]

Dear Selected Dealer:

In connection with public offerings of securities after the date hereof for which we are acting as manager of an underwriting syndicate or are otherwise responsible for the distribution of securities to the public by means of an offering of securities for sale to selected dealers, you may be offered the right as such a selected dealer to purchase as principal a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group organized by us as follows.

1. Applicability of this Agreement. The terms and conditions of this Agreement shall be applicable to any public offering of securities (“Securities”) pursuant to a registration statement filed under the Securities Act of 1933 (the “Securities Act”), or exempt from registration thereunder (other than a public offering of Securities effected wholly outside the United States of America), wherein ABN AMRO Financial Services, Inc. (“AAFS”) (acting for its own account or for the account of any underwriting or similar group or syndicate) is responsible for managing or otherwise implementing the sale of the Securities to selected broker-dealers (“Selected Dealers”) and has expressly informed you that such terms and conditions shall be applicable. Any such offering of Securities to you as a Selected Dealer is hereinafter called an “Offering”. In the case of any Offering where we are acting for the account of any underwriting or similar group or syndicate (“Underwriters”), the terms and conditions of this Agreement shall be for the benefit of, and binding upon, such Underwriters, including, in the case of any Offering where we are acting with others as representatives of Underwriters, such other representatives.

2. Conditions of Offering; Acceptance and Purchases. Any Offering will be subject to delivery of the Securities and their acceptance by us and any other Underwriters, may be subject to the approval of all legal matters by counsel and the satisfaction of other conditions, and may be made on the basis of reservation of Securities or an allotment against subscription. We will advise you by telegram, telex or other form of written communication (“Written Communication”, which term, in the case of any Offering described in Section 3(a) or 3(b) hereof, may include a prospectus or offering circular) of the particular method and supplementary terms and conditions (including, without limitation, the information as to prices and offering date referred to in Section 3(c) hereof) of any Offering in which you are invited to participate. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such terms and conditions shall supersede any such provision. Unless otherwise indicated in any such Written Communication, acceptances and other communications by you with respect to an Offering should be sent to ABN AMRO Financial Services, Inc., 327 Plaza Real, Suite 225, Boca Raton, Florida 33432 (Telecopy: (561) 416-6180). We reserve the right to reject any acceptance in whole or in part. Unless notified otherwise by us, Securities

E-1

purchased by you shall be paid for on such date as we shall determine, on one business day’s prior notice to you, by certified or official bank check, in an amount equal to the Public Offering Prices (as hereinafter defined) or, if we shall so advise you, at such Public Offering Price less the Concession (as hereinafter defined), payable in immediately available funds to the order of ABN AMRO Financial Services, Inc., against delivery of the Securities. If Securities are purchased and paid for at such Public Offering Price, such Concession will be paid after the termination of the provisions of Section 3(c) hereof with respect to such Securities. Notwithstanding the foregoing, unless notified otherwise by us, payment for and delivery of Securities purchased by you shall be made through the facilities of The Depository Trust Company, if you are a member, unless you have otherwise notified us prior to the date specified in a Written Communication to you from us or, if you are not a member, settlement may be made through a correspondent who is a member pursuant to instructions which you will send to us prior to such specified date.

3. Representations, Warranties and Agreements.

(a) Registered Offerings. In the case of any Offering of Securities that are registered under the Securities Act (“Registered Offering”), we shall provide you with such number of copies of each preliminary prospectus and of the final prospectus relating thereto as you may reasonably request for the purposes contemplated by the Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act”) and the applicable rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder. You represent and warrant that you are familiar with Rule 15c2-8 under the Exchange Act relating to the distribution of preliminary and final prospectuses and agree that you will comply therewith. You agree to make a record of your distribution of each preliminary prospectus and, when furnished with copies of any revised preliminary prospectus, you will, upon our request, promptly forward copies thereof to each person to whom you have theretofore distributed a preliminary prospectus. You agree that in purchasing Securities in a Registered Offering you will rely upon no statement whatsoever, written or oral, other than the statements in the final prospectus delivered to you by us. You will not be authorized by the issuer or other seller of Securities offered pursuant to a prospectus or by any Underwriter to give any information or to make any representation not contained in the prospectus in connection with the sale of such Securities.

(b) Offerings Pursuant to Offering Circular. In the case of any Offering of Securities, other than a Registered Offering, which is made pursuant to an offering circular or other document comparable to a prospectus in a Registered Offering, including, without limitation, an Offering of “exempted securities” as defined in Section 3(a)(12) of the Exchange Act (an “Exempted Securities Offering”), we shall provide you with such number of copies of each preliminary offering circular and of the final offering circular relating thereto as you may reasonably request. You agree that you will comply with the applicable United States federal and state laws, and the applicable rules and regulations of any regulatory body promulgated thereunder, governing the use and distribution of offering circulars by brokers or dealers. You agree that in purchasing Securities pursuant to an offering circular you will rely upon no statements whatsoever, written or oral, other than the statements in the final offering circular delivered to you by us. You will not be authorized by the issuer or other seller of Securities offered pursuant to an offering circular or by any Underwriter to give any information or to make any representation not contained in the offering circular in connection with the sale of such Securities.

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(c) Offer and Sale to the Public. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to broker-dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance (if any) to broker-dealers. The offering price, selling concession and reallowance (if any) to broker-dealers at any time in effect with respect to an Offering are hereinafter referred to, respectively, as the “Public Offering Price”, the “Concession” and the “Reallowance”. With respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 5 hereof, you agree to offer Securities to the public at no more than the Public Offering Price. If notified by us, you may sell securities to the public at a lesser negotiated price than the Public Offering Price, but in an amount not to exceed the Concession. If a Reallowance is in effect, a reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to broker-dealers (i) who are actually engaged in the investment banking or securities business, (ii) who execute the written agreement prescribed by Rule 2740(c) of the Conduct Rules of the National Association of Securities Dealers, Inc. (the “NASD”) and (iii) who, if they are foreign banks, broker-dealers or institutions not eligible for membership in the NASD, represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, broker-dealers and institutions set forth in Section 3(e) hereof.

(d) Over-allotment; Stabilization; Unsold Allotments. We may, with respect to any Offering, be authorized to over-allot in arranging sales to Selected Dealers, to purchase and sell Securities for long or short account and to stabilize or maintain the market price of the Securities. You agree not to purchase and sell Securities for which an order from a client has not been received without our consent in each instance. You further agree that, upon our request at any time and from time to time prior to the termination of the provisions of Section 3(c) hereof with respect to any Offering, you will report to us the amount of Securities purchased by you pursuant to such Offering which then remain unsold by you and will, upon our request at any such time, sell to us for our account or the account of one or more Underwriters such amount of such unsold Securities as we may designate at the Public Offering Price less an amount to be determined by us not in excess of the Concession. If, prior to the later of (i) the termination of the provisions of Section 3(c) hereof with respect to any Offering or (ii) the covering by us of any short position created by us in connection with such Offering for our account or the account of one or more Underwriters, we purchase or contract to purchase for our account or the account of one or more Underwriters in the open market or otherwise any Securities purchased by you under this Agreement as part of such Offering, you agree to pay us on demand an amount equal to the Concession with respect to such Securities (unless you shall have purchased such Securities pursuant to Section 2 hereof at the Public Offering Price in which case we shall not be obligated to pay such Concession to you pursuant to Section 2) plus transfer taxes and broker’s commissions or dealer’s mark-up, if any, paid in connection with such purchase or contract to purchase.

(e) NASD. You represent and warrant that you are actually engaged in the investment banking or securities business. In addition, you further represent and warrant that you are either (i) a member in good standing of the NASD(ii) a foreign bank, broker-dealer or institution not eligible for membership in the NASD which agrees not to make any sales within

E-3

the United States, its territories or its possessions or to persons who are citizens thereof or residents therein, and in making any other sales to comply with the NASD’s interpretation with respect to free riding and withholding, or (iii), solely in connection with an Exempted Securities Offering, a bank, as defined in Section 3(a)(6) of the Exchange Act, that does not otherwise fall within provision (i) or (ii) of this sentence (a “Bank”). You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of the NASD’s interpretation with respect to review of corporate financing as such requirements relate to such Offering.

You agree that, in connection with any purchase or sale of the Securities wherein a selling Concession, discount or other allowance is received or granted, (1) you will comply with the provisions of Rule 2740 of the Conduct Rules of the NASD, (2) if you are a non-NASD member broker or dealer in a foreign country, you will also comply (a), as though you were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules and (b) with Rule 2420 of the Conduct Rules as that Rule applies to a non-NASD member broker or dealer in a foreign country and (3), in connection with an Exempted Securities Offering, if you are a Bank, you will also comply, as though you were an NASD member, with the provision of Rules 2730, 2740 and 2750 of the Conduct Rules.

You further agree that, in connection with any purchase of securities from us that is not otherwise covered by the terms of this Agreement (whether we are acting as manager, as a member of an underwriting syndicate or a selling group or otherwise), if a selling Concession, discount or other allowance is granted to you, clauses (1), (2) and (3) of the preceding paragraph will be applicable.

(f) Relationship among Underwriters and Selected Dealers. We may buy Securities from or sell Securities to any Underwriter or Selected Dealer and the Underwriters (if any) and the Selected Dealers may purchase Securities from and sell Securities to each other at the Public Offering Price less all or any part of the Reallowance. You are not authorized to act as agent for us, any Underwriter or the issuer or other seller of any Securities in offering Securities to the public or otherwise. Neither we nor any Underwriter shall be under any obligation to you except for obligations assumed hereby or in any Written Communication from us in connection with any Offering. Nothing contained herein or in any Written Communication from us shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another. If the Selected Dealers, among themselves or with the Underwriters, should be deemed to constitute a partnership for United States federal income tax purposes, then you elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with that election. You authorize us, in our discretion, to execute and file on your behalf such evidence of that election as may be required by the Internal Revenue Service. In connection with any Offering, you shall be liable for your proportionate amount of any tax, claim, demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers (including you), or any of them, constitute an association, an unincorporated

E-4

business or other entity, including, in each case, your proportionate amount of any expense incurred in defending against any such tax, claim, demand or liability.

(g) Blue Sky Laws. Upon application to us, we shall inform you as to any advice we have received from counsel concerning the jurisdictions in which Securities have been qualified for sale or are exempt under the securities or blue sky laws of such jurisdictions, but we do not assume any obligation or responsibility as to your right to sell Securities in any such jurisdiction.

(h) Compliance with Law. You agree that in selling Securities pursuant to any Offering (which agreement shall also be for the benefit of the issuer or other seller of such Securities) you will comply with all applicable laws, rules and regulations, including the applicable provisions of the Securities Act and the Exchange Act, the applicable rules and regulations of the Securities and Exchange Commission thereunder, the applicable rules and regulations of the NASD, the applicable rules and regulations of any securities exchange having jurisdiction over the Offering and the applicable laws, rules and regulations specified in Section 3(b) hereof.

(i) Registration of the Securities. You are aware that no action has been or will be taken by the issuer of the Securities that would permit the offer or sale of the Securities or possession or distribution of the Prospectus or any other offering material relating to the Securities in any jurisdiction where action for that purpose is required, other than registering the Securities under the Securities Act in the case of a Registered Offering. Accordingly, you agree that you will observe all applicable laws and regulations in each jurisdiction in or from which you may directly or indirectly acquire, offer, sell, or deliver Securities or have in your possession or distribute the Prospectus or any other offering material relating to the Securities, and you will obtain any consent, approval or permission required by you for the purchase, offer, or sale by you of the Securities under the laws and regulations in force in any such jurisdiction to which you are subject or in which you make such purchase, offer, or sale. Neither the issuer of the Securities nor AAFS or any Selected Dealers or Underwriters shall have any responsibility for determining what compliance is necessary by you or for your obtaining such consents, approvals, or permissions. You further agree that you will take no action that will impose any obligations on the issuer of the Securities, AAFS, or any Selected Dealers or Underwriters. Subject as provided above, you shall, unless prohibited by applicable law, furnish to each person to whom you offer, sell or deliver Securities a copy of the Prospectus (as then amended or supplemented) or (unless delivery of the Prospectus is required by applicable law) inform each such person that a copy thereof (as then amended or supplemented) will be made available upon request. You are not authorized to give any information or to make any representation not contained in the Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the Securities. In the case of an Exempted Securities Offering, all references to “Prospectus” in this section shall be interpreted to mean “offering circular.”

4. Indemnification. You agree to indemnify and hold harmless ABN AMRO Financial Services, Inc., the issuer of the Securities, each person, if any, who controls (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) ABN AMRO Financial Services, Inc. or the issuer of the Securities, and their respective directors,

E-5

officers and employees from and against any and all losses, liabilities, costs or claims (or actions in respect thereof) (collectively, “Losses”) to which any of them may become subject (including all reasonable costs of investigating, disputing or defending any such claim or action), insofar as such Losses arise out of or are in connection with the breach of any representation, warranty or agreement made by you herein.

If any claim, demand, action or proceeding (including any governmental investigation) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party, the indemnified party shall promptly notify the indemnifying party in writing, and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnified party may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is agreed that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. Such firm shall be designated in writing by the indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

The indemnity agreements contained in this Section and the representations and warranties by you in this Agreement shall remain operative and in full force and effect regardless of: (i) any termination of this Agreement; (ii) any investigation made by an indemnified party or on such party’s behalf or any person controlling an indemnified party or by or on behalf of the indemnifying party, its directors or officers or any person controlling the indemnifying party; and (iii) acceptance of and payment for any Securities.

5. Termination, Supplements and Amendments. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof and supercedes all prior oral or written agreements between the parties hereto or their predecessors with regard to the subject matter hereof. This Agreement may be terminated by Written Communication from you to AAFS or from AAFS to you. Until so terminated, this Agreement shall continue in full force and effect. This Agreement may be supplemented or amended by us by written notice

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thereof to you, and any such supplement or amendment to this Agreement shall be effective with respect to any Offering to which this Agreement applies after the date you received such supplement or amendment. Each reference to “this Agreement” herein shall, as appropriate, be to this Agreement as so amended and supplemented. The terms and conditions set forth in Section 3(c) hereof with regard to any Offering will terminate at the close of business on the 30th day after the commencement of the public offering of the Securities to which such Offering relates, but in our discretion may be extended by us for a further period not exceeding 30 days and in our discretion, whether or not extended, may be terminated at any earlier time.

6. Successors and Assigns. This Agreement shall be binding on, and inure to the benefit of, the parties hereto and other persons specified in Section 1 hereof, and the respective successors and assigns of each of them.

7. Governing Law. This Agreement and the terms and conditions set forth herein with respect to any Offering together with such supplementary terms and conditions with respect to such Offering as may be contained in any Written Communication from us to you in connection therewith shall be governed by, and construed in accordance with, the laws of the State of New York.

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Please confirm by signing and returning to us the enclosed copy of this Agreement that your subscription to, or your acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (i) acceptance of and agreement to the terms and conditions of this Agreement (as supplemented and amended pursuant to Section 5 hereof) together with and subject to any supplementary terms and conditions contained in any Written Communication from us in connection with such Offering, all of which shall constitute a binding agreement between you and us, individually or as representative of any Underwriters, (ii) confirmation that your representations and warranties set forth in Section 3 hereof are true and correct at that time, (iii) confirmation that your agreements set forth in Sections 2 and 3 hereof have been and will be fully performed by you to the extent and at the times required thereby and (iv) in the case of any Offering described in Section 3(a) and 3(b) hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus or offering circular, as the case may be, with respect to such Offering in order to comply with your undertakings in Section 3(a) or 3(b) hereof.

Very truly yours,
ABN AMRO FINANCIAL SERVICES, INC.
By:
	Name:
	Title:
CONFIRMED:                      , 200

(NAME OF BROKER-DEALER)
By:
	Name:
	Title:

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EX-4.(A)

Exhibit 4(a)

JOHN HANCOCK LIFE INSURANCE COMPANY

AND

JPMORGAN CHASE BANK,

TRUSTEE

INDENTURE

DATED AS OF JUNE 15, 2002

SIGNATURENOTES^SM

^SMSERVICE MARK OF JOHN HANCOCK LIFE INSURANCE COMPANY

TABLE OF CONTENTS

		Page
ARTICLE ONE DEFINITIONS		1
SECTION 1.01	DEFINITIONS	1
ADDITIONAL AMOUNTS		2
AMORTIZED FACE AMOUNT		2
AUTHORIZED OFFICER		2
BOARD OF DIRECTORS		2
BOARD RESOLUTIONS		2
BOOK-ENTRY NOTE		2
BUSINESS DAY		2
COMPANY		2
COMPANY ORDER		2
CONSOLIDATED NET TANGIBLE ASSETS		2
CORPORATE TRUST OFFICE		3
CORPORATION		3
CUSIP NUMBER		3
DEPOSITARY		3
DETERMINATION OF TAX EVENT		3
DISCOUNT NOTES		3
EVENT OF DEFAULT		3
FUNDING AGREEMENT		3
GAAP		4
GLOBAL NOTE		4
GUARANTEE		4
HOLDER		4
INDEBTEDNESS		4
INDENTURE		4
INTEREST PAYMENT DATE		5
ISSUANCE ORDER		5
ISSUE DATE		5
ISSUE PRICE		5
LIEN		5
MATURITY		5
MATURITY DATE		5
NON-UNITED STATES PERSON		5
NOTES		5
NOTE REGISTER		5
OFFICER’S CERTIFICATE		5
OPINION OF COUNSEL		6
OUTSTANDING		6
PARTICIPANT		6
PAYING AGENT		6
PERMITTED COLLATERALIZATION ASSETS		6
PERMITTED COLLATERALIZATION OBLIGATION		6
PERMITTED SECURED INDEBTEDNESS		7
PERSON		8
PLACE OF PAYMENT		8
REDEMPTION DATE		8
REGULAR RECORD DATE		8
RESPONSIBLE OFFICER		8
SECURED INDEBTEDNESS		8
SETTLEMENT DATE		9

i

SIGNATURENOTES		9
STATED MATURITY		9
SUBSIDIARY		9
SURVIVOR’S OPTION		9
SURVIVOR’S OPTION BLACKOUT PERIOD		9
TRANCHE		9
TRUST INDENTURE ACT OF 1939		9
U.S. DOLLAR		9
ZERO-COUPON NOTES		9
SECTION 1.02	NOTICE TO NOTEHOLDERS	9
ARTICLE TWO EXECUTION, ISSUE AND EXCHANGE OF NOTES		10
SECTION 2.01	AMOUNT UNLIMITED; ISSUABLE IN SERIES AND TRANCHES	10
SECTION 2.02	FORM OF NOTES	13
SECTION 2.03	DENOMINATIONS; RECORD DATE	13
SECTION 2.04	EXECUTION AND DELIVERY OF NOTES	14
SECTION 2.05	FORM OF CERTIFICATE OF AUTHENTICATION	15
SECTION 2.06	AUTHENTICATION AND DELIVERY OF NOTES	15
SECTION 2.07	EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES	17
SECTION 2.08	MUTILATED, DEFACED, DESTROYED, LOST OR STOLEN NOTES	19
SECTION 2.09	CANCELLATION	20
ARTICLE THREE REDEMPTION OF NOTES; SURVIVOR’S OPTION		20
SECTION 3.01	REDEMPTION OF NOTES; APPLICABILITY OF SECTION	20
SECTION 3.02	SURVIVOR’S OPTION	22
SECTION 3.03	REDEMPTION FOR TAX REASONS	25
ARTICLE FOUR PAYMENT AND PAYING AGENTS		26
SECTION 4.01	PAYMENT OF PRINCIPAL AND INTEREST; PAYMENT OF ADDITIONAL AMOUNTS	26
SECTION 4.02	PAYING AGENTS	31
SECTION 4.03	PROVISIONS AS TO PAYING AGENTS	31
SECTION 4.04	OFFICES FOR NOTICES, ETC.	32
ARTICLE FIVE NOTEHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE		32
SECTION 5.01	NOTEHOLDER LISTS	32
SECTION 5.02	PRESERVATION AND DISCLOSURE OF LISTS	33
SECTION 5.03	REPORTS BY THE COMPANY	34
SECTION 5.04	REPORTS BY THE TRUSTEE	35
ARTICLE SIX REMEDIES ON DEFAULT		36
SECTION 6.01	EVENTS OF DEFAULT	36
SECTION 6.02	PAYMENT OF NOTES ON DEFAULT; SUIT THEREFOR	38
SECTION 6.03	APPLICATION OF MONEYS COLLECTED BY TRUSTEE	40
SECTION 6.04	PROCEEDINGS BY NOTEHOLDERS	41
SECTION 6.05	REMEDIES CUMULATIVE AND CONTINUING	41
SECTION 6.06	DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULT	42
SECTION 6.07	NOTICE OF DEFAULTS	42
SECTION 6.08	UNDERTAKING TO PAY COSTS	42
ARTICLE SEVEN CONCERNING THE TRUSTEE		43
SECTION 7.01	DUTIES AND RESPONSIBILITIES OF TRUSTEE	43
SECTION 7.02	RELIANCE ON DOCUMENTS, OPINIONS, ETC.	44
SECTION 7.03	NO RESPONSIBILITY FOR RECITALS, ETC.	45
SECTION 7.04	OWNERSHIP OF NOTES	45
SECTION 7.05	MONEYS TO BE HELD IN TRUST	45

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SECTION 7.06	COMPENSATION AND EXPENSES OF TRUSTEE	45
SECTION 7.07	OFFICER’S CERTIFICATE AS EVIDENCE	46
SECTION 7.08	CONFLICTING INTEREST OF TRUSTEE	46
SECTION 7.09	ELIGIBILITY OF TRUSTEE	46
SECTION 7.10	RESIGNATION OR REMOVAL OF TRUSTEE	47
SECTION 7.11	ACCEPTANCE BY SUCCESSOR TRUSTEE	48
SECTION 7.12	SUCCESSOR BY MERGER, ETC.	49
SECTION 7.13	LIMITATIONS ON RIGHTS OF TRUSTEE AS CREDITOR	49
ARTICLE EIGHT CONCERNING THE NOTEHOLDERS		50
SECTION 8.01	ACTION BY NOTEHOLDERS	50
SECTION 8.02	PROOF OF EXECUTION BY NOTEHOLDERS	50
SECTION 8.03	WHO ARE DEEMED ABSOLUTE OWNERS	51
SECTION 8.04	COMPANY-OWNED NOTES DISREGARDED	51
SECTION 8.05	REVOCATION OF CONSENTS; FUTURE NOTEHOLDERS BOUND	51
ARTICLE NINE NOTEHOLDERS’ MEETINGS		52
SECTION 9.01	PURPOSES OF MEETINGS	52
SECTION 9.02	CALL OF MEETINGS BY TRUSTEE	52
SECTION 9.03	CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS	52
SECTION 9.04	QUALIFICATION FOR VOTING	52
SECTION 9.05	REGULATIONS	53
SECTION 9.06	VOTING	53
ARTICLE TEN SUPPLEMENTAL INDENTURES		54
SECTION 10.01	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS	54
SECTION 10.02	SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS	55
SECTION 10.03	COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL INDENTURES	56
SECTION 10.04	NOTATION ON NOTES	56
ARTICLE ELEVEN CONSOLIDATION, MERGER, SALE OR CONVEYANCE		57
SECTION 11.01	COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS	57
SECTION 11.02	SUCCESSOR CORPORATION TO BE SUBSTITUTED FOR COMPANY	57
SECTION 11.03	OPINION OF COUNSEL TO BE GIVEN TRUSTEE	57
ARTICLE TWELVE LIMITATIONS ON LIENS		58
SECTION 12.01	LIMITATIONS ON LIENS	58
ARTICLE THIRTEEN SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS		58
SECTION 13.01	DISCHARGE OF INDENTURE	58
SECTION 13.02	DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE	58
SECTION 13.03	PAYING AGENT TO REPAY MONEYS HELD	59
SECTION 13.04	RETURN OF UNCLAIMED MONEYS	59
SECTION 13.05	SATISFACTION, DISCHARGE AND DEFEASANCE OR COVENANT DEFEASANCE OF NOTES OF ANY SERIES	59
ARTICLE FOURTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS		62
SECTION 14.01	INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS	62
ARTICLE FIFTEEN MISCELLANEOUS PROVISIONS		62
SECTION 15.01	BENEFITS OF INDENTURE RESTRICTED TO PARTIES AND HOLDERS	62
SECTION 15.02	PROVISIONS BINDING ON COMPANY’S SUCCESSORS	62
SECTION 15.03	ADDRESSES FOR NOTICES, ETC	62
SECTION 15.04	EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT	62

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SECTION 15.05	LEGAL HOLIDAYS	63
SECTION 15.06	TRUST INDENTURE ACT TO CONTROL	63
SECTION 15.07	EXECUTION IN COUNTERPARTS	63
SECTION 15.08	NEW YORK CONTRACT	63
SECTION 15.09	SEVERABILITY OF PROVISIONS	64
SECTION 15.10	COMPANY RELEASED FROM INDENTURE REQUIREMENTS UNDER CERTAIN CIRCUMSTANCES	64

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EXHIBITS

		Page
Exhibit A	Form of Face of Book-Entry Note	A-1
Exhibit B	Form of Issuance Order	B-1

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THIS INDENTURE dated as of June 15, 2002, between JOHN HANCOCK LIFE INSURANCE COMPANY, a stock life insurance company duly organized and existing under the laws of the Commonwealth of Massachusetts (hereinafter sometimes called the “Company”), and JPMORGAN CHASE BANK, a New York banking corporation, as trustee hereunder (hereinafter sometimes called the “Trustee,” which term shall include any successor trustee appointed pursuant to Article Seven).

WITNESSETH:

WHEREAS, the Company deems it necessary to issue from time to time for its lawful purposes its unsecured debentures, notes or other evidences of indebtedness (hereinafter called the “Notes”, and, unless otherwise specified in connection with the issuance of a particular series of Notes, referred to for marketing purposes as “SignatureNotes(SM)”) and has duly authorized the execution and delivery of this Indenture to provide for the issuance of the Notes in one or more series, and, within a series, in one or more Tranches (as defined below), unlimited as to principal amount, to bear such rates of interest, to mature at such time or times and to have such other provisions as shall be fixed as hereinafter provided; and

WHEREAS, all acts and things necessary to constitute this Indenture a valid agreement of the Company according to its terms, have been done and performed;

NOW, THEREFORE: In order to declare the terms and conditions upon which the Notes are authenticated, issued and delivered, and in consideration of the premises, of the purchase and acceptance of the Notes by the holders thereof and of the sum of one dollar to it duly paid by the Trustee at the execution of these presents, the receipt whereof is hereby acknowledged, the Company covenants and agrees with the Trustee, for the equal and proportionate benefit of the respective holders from time to time of the Notes or, to the extent applicable, particular series or Tranches thereof, as follows:

ARTICLE ONE

DEFINITIONS

SECTION 1.01 DEFINITIONS. The terms defined in this Section (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section. All other terms used in this Indenture which are defined in the Trust Indenture Act of 1939 or which are by reference therein defined in the Securities Act of 1933, as amended, shall have the meanings (except as herein otherwise expressly provided or unless the context otherwise clearly requires) assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of this Indenture as originally executed. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole, including the Exhibits to this instrument, and not to any particular Article, Section or

other subdivision. Certain terms used wholly or principally within an Article of this Indenture may be defined in that Article.

ADDITIONAL AMOUNTS: The term “Additional Amounts” shall have the meaning given such term in Section 4.01.

AMORTIZED FACE AMOUNT: The term “Amortized Face Amount” shall mean, with respect to any Discount Note, the amount equal to the sum of its Issue Price plus the original issue discount amortized using the “interest method” (computed in accordance with GAAP in effect on the date as of which such amount is calculated) from the Issue Date to the date as of which such amount is calculated.

AUTHORIZED OFFICER: The term “Authorized Officer” shall mean the Company’s Chief Financial Officer, the Company’s Treasurer or any senior officer of the Company’s Guaranteed and Structured Financial Products Group identified in a certificate signed by the Company’s Chief Financial Officer or Treasurer and delivered to the Trustee in accordance with Section 2.04.

BOARD OF DIRECTORS: The term “Board of Directors” shall mean the Board of Directors of the Company.

BOARD RESOLUTIONS: The term “Board Resolution” shall mean a resolution certified by the Secretary or Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

BOOK-ENTRY NOTE: The term “Book-Entry Note” shall have the meaning given such term in Section 2.03.

BUSINESS DAY: The term “Business Day” shall mean, with respect to any Note, unless such Note shall otherwise provide, any day other than a Saturday or Sunday that meets the following applicable requirement: such day is not a day on which banking institutions are authorized or required by law, regulation or executive order to be closed in the City of New York.

COMPANY: The term “Company” shall mean the person named as the “Company” in the first paragraph of this instrument until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation.

COMPANY ORDER: The term “Company Order” shall mean any request, order or confirmation of the Company signed by an Authorized Officer, which may be transmitted by telecopy or in writing.

CONSOLIDATED NET TANGIBLE ASSETS: “Consolidated Net Tangible Assets” means at any date, the total assets appearing on the most recently prepared quarterly consolidated balance sheet of the Company and its Subsidiaries, prepared in accordance with GAAP, less each of the following as shown on such balance sheet: (a) all short-term debt, dividends payable to

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policyholders and unpaid claims and any claim expense reserve; (b) all goodwill, tradenames, trademarks, licenses, patents and copyrights, (c) all deferred policy acquisition costs, and (d) all assets allocated to separate accounts.

CORPORATE TRUST OFFICE: The term “Corporate Trust Office” shall mean the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date of original execution of the Indenture is located at 450 West 33/rd/ Street, 15/th/ Floor, New York, NY 10001, Attention: Institutional Trust Services.

CORPORATION: The term “corporation” shall include corporations, associations, companies and business trusts.

CUSIP NUMBER: The term “CUSIP number” shall include all of the series of identification numbers obtained by the Company from the CUSIP Service Bureau of Standard & Poor’s Corporation for assignment to Global Notes representing Book-Entry Notes.

DEPOSITARY: The term “Depositary” shall mean, with respect to the Notes of any series or Tranche within a series issuable or issued in whole or in part in the form of one or more Global Notes, the Person designated as Depositary by the Company pursuant to Section 2.01 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Notes of any such series or Tranche shall mean the Depositary with respect to the Notes of that series or Tranche.

DETERMINATION OF TAX EVENT: The term “Determination of Tax Event” shall have the meaning given such term in Section 3.03.

DISCOUNT NOTES: The term “Discount Notes” shall mean any Notes which are initially sold at a discount from the principal amount thereof and which provide upon an Event of Default for declaration of an amount less than the principal amount thereof to be due and payable upon acceleration thereof.

EVENT OF DEFAULT: The term “Event of Default” shall mean any event specified as such in Section 6.01.

FUNDING AGREEMENT: The term “Funding Agreement” means a “funding agreement” as defined under the insurance laws of the Commonwealth of Massachusetts, between the Company and the Trustee, as funding agreement holder, constituting an irrevocable obligation of the Company to make the payments required under such agreement to the Trustee on the dates specified in such agreement, which obligation, under such insurance laws, is, in the event of the Company’s insolvency, on a parity with the Company’s obligation to make payments on its insurance policies and senior to the Company’s obligation to make payments to its general unsecured creditors.

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GAAP: The term “GAAP” means generally accepted accounting principles, consistently applied.

GLOBAL NOTE: The term “Global Note” shall have the meaning given such term in Section 2.06.

GUARANTEE: The term “Guarantee” means any obligation, contingent or otherwise, of the Company directly or indirectly guaranteeing any indebtedness of any other Person that would constitute Indebtedness if incurred by the Company, if entered into for the purpose of assuring in any manner the obligee of such indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb or “Guaranteed” used as an adjective shall have a corresponding meaning.

HOLDER: The terms “holder,” when used with respect to any Note, and “Noteholder,” “holder of Notes,” or other similar terms, when used with respect to any Note, shall mean the person in whose name the Note is registered in the Note Register.

INDEBTEDNESS: The term “Indebtedness” means at any date, without duplication, (i) all obligations of the Company for borrowed money evidenced by bonds, debentures, notes or other similar instruments, (ii) all obligations of the Company to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iii) all obligations of the Company as a lessee which are capitalized in accordance with GAAP, (iv) all non-contingent obligations of the Company to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instruments, (v) all indebtedness of others which would be Indebtedness if incurred by the Company, if such indebtedness is secured by a Lien on the Company’s general assets, whether or not such indebtedness is assumed by the Company, (vi) any Guarantee by the Company of indebtedness of others which would be Indebtedness if incurred directly by the Company, and (vii) all redeemable preferred stock issued by the Company other than any such preferred stock redeemable at the sole option of the Company; provided that the term Indebtedness shall not include (y) obligations for which recourse for payment is limited to specified assets of a Person or (z) obligations of a Person which is an insurance company (1) which arise in connection with policies or contracts of insurance, reinsurance, guaranteed investment contracts, funding agreements and other similar contracts entered into in the ordinary conduct of such Person’s insurance business or (2) to the extent that recourse for the payment of such obligations is limited to assets held in separate accounts of such Person.

INDENTURE: The term “Indenture” shall mean this instrument as originally executed as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof. The term “Indenture” also shall include the terms of particular series of Notes or Tranche within a series of Notes established as contemplated by Section 2.01.

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INTEREST PAYMENT DATE: The term “Interest Payment Date,” when used with respect to any Note, means the Stated Maturity of an installment of interest on such Note.

ISSUANCE ORDER: The term “Issuance Order” shall mean a Company Order substantially in the form attached as Exhibit B to this Indenture, specifying the terms and conditions applicable to a particular series, or Tranche within a series, of Notes, executed by the Company and acknowledged by the Trustee on or prior to the Issue Date of such series or Tranche of Notes.

ISSUE DATE: The term “Issue Date” shall mean, with respect to any Note, the date such Note is authenticated pursuant to Section 2.06.

ISSUE PRICE: The term “Issue Price”, when used with respect to any Discount Note, means the price at which such Note was initially sold as of the Issue Date thereof.

LIEN: The term “Lien” means, with respect to any asset, any mortgage, lien, pledge, security interest, charge or encumbrance of any kind in respect of such asset. The Company shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

MATURITY: The term “Maturity,” when used with respect to any Note, shall mean the date on which the principal of such Note or an installment of principal of such Note becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

MATURITY DATE: The term “Maturity Date,” when used with respect to any Note, shall mean the Stated Maturity of the principal of such Note.

NON-UNITED STATES PERSON: The term “Non-United States Person” means any person who, for United States Federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust or of a foreign partnership, one or more of the partners or members of which is a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust.

NOTES: The term “Note” or “Notes” shall have the meaning stated in the first recital of this Indenture and more particularly means any unsecured debentures, notes or other evidences of indebtedness of the Company issued, authenticated and delivered under this Indenture.

NOTE REGISTER: The term “Note Register” shall have the meaning specified in Section 2.07.

OFFICER’S CERTIFICATE: The term “Officer’s Certificate” shall mean a certificate signed by an Authorized Officer.

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OPINION OF COUNSEL: The term “Opinion of Counsel” shall mean an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company or, if reasonably acceptable to the Trustee, other counsel.

OUTSTANDING: The term “outstanding,” when used with reference to Notes, shall, subject to the provisions of Section 8.04, mean, as of any particular time, all Notes authenticated and delivered by the Trustee under this Indenture, except

(a) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(b) Notes, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent), provided, that if such Notes are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in Article Three provided, or provision satisfactory to the Trustee shall have been made for giving such notice; and

(c) Notes paid or in lieu of and in substitution for which other Notes shall have been authenticated and delivered pursuant to the terms of Section 2.08, unless proof satisfactory to the Trustee is presented that any such Notes are held by bona fide holders in due course.

PARTICIPANT: The term “Participant” shall mean the person or persons designated by beneficial owners of Book-Entry Notes to act as agent or agents for such owners in connection with the book-entry system maintained by the Depositary.

PAYING AGENT: The term “Paying Agent” shall mean, initially, JPMorgan Chase Bank, as set forth in Section 4.02, and subsequently, any other paying agent appointed by the Company from time to time in respect of the Notes.

PERMITTED COLLATERALIZATION ASSETS: The term “Permitted Collateralization Assets” shall mean assets pledged to secure Permitted Collateralization Obligations.

PERMITTED COLLATERALIZATION OBLIGATION: The term “Permitted Collateralization Obligation” shall mean any obligation relating to real estate mortgage investment conduits (“REMICs”), pass-through obligations, collateralized mortgage obligations, collateralized bond obligations or similar instruments, except an obligation of the Company or any Subsidiary (excluding any Subsidiary that is the issuer of the REMIC, pass-through obligation, collateralized mortgage obligation, collateralized bond obligation or similar instrument) to the extent that such obligation requires a cash payment by the Company or such Subsidiary, recourse for the payment of which is not limited to specific assets of the Company or such Subsidiary (excluding any obligation of the Company or such Subsidiary (i) to make advances in connection with the servicing

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of such REMIC, pass-through obligation, collateralized mortgage obligation, collateralized bond obligation or similar instrument or (ii) to repurchase collateral).

PERMITTED SECURED INDEBTEDNESS: The term “Permitted Secured Indebtedness” shall mean any Secured Indebtedness described below:

(i) Secured Indebtedness secured by a Lien on any asset of the Company, if the Secured Indebtedness was incurred or assumed for the purpose of financing all or any part of the cost of the acquisition, construction or improvement of such asset and if such Lien existed prior to the acquisition of such asset or attaches to such asset concurrently or within 90 days after the acquisition or commencement of construction or improvement thereof;

(ii) Secured Indebtedness secured by a Lien on any asset of a corporation or other entity if such Secured Indebtedness and such Lien are in existence at the time such corporation or other entity is merged or consolidated with or into, or substantially all of the assets of such corporation or other entity are transferred to, the Company, or substantially all of the assets of the Company are transferred to such corporation or other entity, provided such Secured Indebtedness and Lien were not incurred in contemplation of such transaction;

(iii) Secured Indebtedness secured by a Lien on any asset which Lien was in existence at the time the applicable asset was acquired by the Company, provided such Lien was not incurred in contemplation of such acquisition;

(iv) Secured Indebtedness secured by a Lien on any asset of the Company, if recourse on such Secured Indebtedness is limited to such asset;

(v) Secured Indebtedness arising out of the refinancing, extension, renewal or refunding of any Indebtedness permitted under clause (i), (ii), (iii) or (iv) of this definition, provided such Secured Indebtedness is not increased and is not secured by any additional assets of the Company;

(vi) Secured Indebtedness if the only assets of the Company securing such Secured Indebtedness are assets held in separate accounts of the Company and, in the Company’s discretion, other assets which are permitted to secure Permitted Secured Indebtedness under another clause of this definition;

(vii) Secured Indebtedness if the only assets of the Company securing such Secured Indebtedness are Permitted Collateralization Assets and, in the Company’s discretion, other assets which are permitted to secure Permitted Secured Indebtedness under another clause of this definition;

(viii) Secured Indebtedness (a) secured by securities loaned by the Company or (b) arising out of repurchase agreements, reverse repurchase agreements or swap contracts entered into by the Company, in either case in the ordinary course of the Company’s business;

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(ix) Secured Indebtedness arising in connection with policies or contracts of insurance, reinsurance, guaranteed investment contracts, funding agreements and similar contracts entered into in the ordinary conduct of the Company’s insurance business;

(x) Secured Indebtedness secured by a Lien on real property, to the extent that such Lien consists of easements, rights of way and similar Liens that do not in the aggregate materially impair the use of such property;

(xi) Secured Indebtedness owing from the Company to one or more Subsidiaries; and

(xii) Secured Indebtedness which, when added to the aggregate amount of all Secured Indebtedness then outstanding (not including in this computation Secured Indebtedness if the Notes are secured equally and ratably with (or prior to) such Secured Indebtedness and further not including in this computation any Secured Indebtedness which is concurrently being retired or any Permitted Secured Indebtedness under clauses (i) through (xi) hereof), would not exceed 15% of Consolidated Net Tangible Assets.

PERSON: The term “person” shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

PLACE OF PAYMENT: The term “Place of Payment,” when used with respect to Notes of any series or Tranche within a series, means the place or places where the principal of and interest, if any, on the Notes of that series or Tranche are payable.

REDEMPTION DATE: The term “Redemption Date” shall have the meaning given such term in Section 3.01.

REGULAR RECORD DATE: The term “Regular Record Date” for the interest payable on any Interest Payment Date on the Notes of any series or Tranche within a series means the date specified for that purpose as contemplated by Sections 2.01 and 2.03.

RESPONSIBLE OFFICER: The term “responsible officer” when used with respect to the Trustee shall mean any officer within the Corporate Trust Office including any Vice President, Managing Director, Assistant Vice President, Trust Officer, Senior Trust Officer, Secretary, Assistant Secretary or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such officer’s knowledge and familiarity with the particular subject.

SECURED INDEBTEDNESS: “Secured Indebtedness” means Indebtedness of the Company which is secured by any Lien upon any asset of the Company.

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SETTLEMENT DATE: The term “Settlement Date” shall mean the date of delivery of an authenticated Note against receipt of immediately available funds by the Company in payment for such Note.

SIGNATURENOTES^SM: The term “SignatureNotes^SM” shall mean Notes issued pursuant to this Indenture and bearing such name.

STATED MATURITY: The term “Stated Maturity”, when used with respect to any Note or any installment of principal thereof or interest thereon, means the date specified in such Note as the date on which the principal of such Note or such installment of principal or interest is due and payable.

SUBSIDIARY: The term “Subsidiary” means any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Company.

SURVIVOR’S OPTION: The term “Survivor’s Option” means, where applicable, the right of a holder of a Note to require the Company to repay such Note prior to its Maturity Date upon the death of the owner of such Note.

SURVIVOR’S OPTION BLACKOUT PERIOD: The term “Survivor’s Option Blackout Period” means, where applicable, the period, commencing on the Issue Date of any Note and ending on the date specified in Section 3.02 or in any Issuance Order or supplemental indenture applicable to a series, or Tranche within a series, of Notes, within which a Survivor’s Option may not be exercised with respect to a Note of the applicable series or Tranche.

TRANCHE: The term “Tranche” means all Notes of a series bearing the same terms, including the same Settlement Date, Maturity Date, interest rate, Interest Payment Dates, Redemption Date, if any and Survivor’s Option provision, if any.

TRUST INDENTURE ACT OF 1939: The term “Trust Indenture Act of 1939” shall mean the Trust Indenture Act of 1939, as amended.

U.S. DOLLAR: The term “U.S. Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal tender for the payment of public and private debts.

ZERO-COUPON NOTES: The term “Zero-Coupon Notes” shall mean any Discount Notes on which no interest is to be paid to the Holder prior to the date on which the principal of such Note is payable.

SECTION 1.03 NOTICE TO NOTEHOLDERS. Except as otherwise expressly provided herein, where this Indenture provides for notice to holders of Notes of any event, such notice shall be sufficiently given if in writing and mailed, first class, postage prepaid, to each holder at such holder’s address as it appears in the Note Register,

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not later than the latest date, and not earlier than the earliest date prescribed for such notice.

Neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular holder of a Note shall affect the sufficiency of such notice with respect to other holders of Notes.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by holders of Notes shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

ARTICLE TWO

EXECUTION, ISSUE AND EXCHANGE OF NOTES.

SECTION 2.01 AMOUNT UNLIMITED; ISSUABLE IN SERIES AND TRANCHES. Upon the execution of this Indenture, or from time to time thereafter, Notes up to the aggregate principal amount authorized by or pursuant to a Board Resolution may be executed and delivered by the Company. Notes will be delivered to the Trustee for authentication, after execution by the Company, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, as provided in an Issuance Order, without any further action by the Company, but subject to the provisions of Section 2.06.

The Notes may be issued in one or more series, and, within each series, in one or more Tranches. The aggregate principal amount of Notes of all series which may be authenticated and delivered and outstanding under this Indenture is not limited. The Notes of a particular series may be issued up to the aggregate principal amount of Notes for such series from time to time authorized by or pursuant to a Company Order or a supplemental indenture; provided that the aggregate principal of Notes Outstanding shall not exceed the amount authorized from time to time by Board Resolution. Unless otherwise specified in a Company Order or a supplemental indenture, the aggregate principal amount of Notes of a Tranche within a series which may be authenticated and delivered and outstanding under this Indenture is not limited; provided that the aggregate principal of outstanding Notes of such series shall not exceed the amount authorized from time to time for such series.

There shall be established and set forth, or determined in the manner provided, in one or more Issuance Orders or supplemental indentures, prior to the issuance of Notes of a series (or, in the case of a series with multiple Tranches, prior to the issuance of Notes of the applicable Tranche):

(1) the designation of the series of the Notes (which shall distinguish the Notes of such series from all other Notes);

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(2) any limit upon the aggregate principal amount of the Notes of the series, or of any Tranche within the series, which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the series or Tranche pursuant to Section 2.07, 2.08, 3.01 or 10.04);

(3) the date or dates on which the principal of the Notes of the series, or Tranche within the series, is payable (which date shall not be less than twelve months from the Issue Date of the applicable Notes);

(4) the rate at which Notes of the series, or Tranche within the series, shall bear interest, if any, the Interest Payment Dates on which such interest shall be payable (if other than those specified in Section 4.01), the date from which interest shall accrue on such Notes (if other than the Issue Date) and the Regular Record Date for the determination of holders of such Notes to whom interest is payable on any Interest Payment Date (if other than the Regular Record Date specified in Section 4.01);

(5) if applicable, the place or places (in addition to such place or places specified in this Indenture) where the principal of and interest, if any, on Notes of the series, or Tranche within the series, shall be payable;

(6) the right, if any, of the Company to redeem Notes, in whole or in part, at its option or upon the occurrence of a Determination of Tax Event and the period or periods within which, the price or prices at which, and the terms and conditions upon which, Notes of the series, or Tranche within the series, may be redeemed pursuant to any sinking fund or otherwise;

(7) the obligation, if any, of the Company to redeem, purchase or repay Notes of the series, or Tranche within the series, pursuant to any mandatory redemption sinking fund or analogous provisions or at the option of a holder thereof pursuant to the Survivor’s Option (and, if a purchase obligation upon exercise of a Survivor’s Option is provided for, (i) if the Survivor’s Option Blackout Period is different for Notes of such series, or Tranche within the series, than the Survivor’s Option Blackout Period specified in Section 3.02, the applicable Survivor’s Option Blackout Period, if any, (ii) any Annual Put Limitation established in accordance with Section 3.02, and (iii) any Individual Put Limitation established in accordance with Section 3.02), and the period or periods within which, the price or prices at which, and the terms and conditions upon which, Notes of the series, or Tranche within the series, shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

(8) the denominations in which Notes of the series, or Tranche within the series, shall be issuable, if other than $1,000 and integral multiples of $1,000;

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(9) if other than 100% of the principal amount, the portion of the principal amount of Notes of the series, or Tranche within the series, which shall be payable upon declaration of acceleration of the maturity thereof or which the Trustee shall be entitled to claim pursuant to Section 6.02;

(10) if the Notes of the series, or Tranche within the series, shall be issued in whole or in part in the form of one or more Global Notes, the Depositary for such Note or Notes;

(11) if any Global Notes of the series, or Tranche within the series, are to be issuable initially in temporary form;

(12) if beneficial owners of interests in any definitive Global Notes may exchange such interests for Notes of such series and Tranche of any authorized form and denomination, the circumstances under which and the place or places where any such exchanges may occur, if other than in the manner provided in Section 2.07;

(13) limitations, if any, on the provisions for the defeasance or covenant defeasance of the Notes of the series, or Tranche within the series, and any additional terms, provisions, conditions or covenants under this Indenture that may be subject to covenant defeasance in the case of Notes of such series or Tranche;

(14) if the Notes of such series, or Tranche within the series, are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Note of such series or Tranche) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;

(15) if any Notes of such series, or Tranche within the series, are to be issuable in certificated form;

(16) any trustees, depositories, authenticating or paying agents, registrars or any other agents with respect to the Notes of such series, or Tranche within the series, if different from those specified in this Indenture;

(17) whether Additional Amounts, if any, shall be payable by the Company with respect to the Notes of such series, or Tranche within the series;

(18) if other than the period specified in Section 3.01, the period prior to a Redemption Date within which the Trustee must give notice to the Holders of Notes of such series, or Tranche within the series, selected for redemption regarding such selection and Redemption Date; and

(19) any other terms of the series, or Tranche within the series (which terms shall not be inconsistent with the provisions of this Indenture).

All Notes of any one series (or in the case of a series with more than one Tranche, of any Tranche within the series) shall be substantially identical except (i) as to

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denomination and (ii) as may otherwise be set forth in such Issuance Order or in any such indenture supplemental hereto.

SECTION 2.02 FORM OF NOTES. The Notes shall be in the forms referred to in Section 2.06, in connection with Global Notes, or, with respect to Global Notes or Notes in certificated form, in such other forms as may be approved by or pursuant to a Company Order or supplemental indenture hereto. Interest on the Notes (other than Zero-Coupon Notes) shall be payable monthly, quarterly, semiannually or annually as set forth in the forms approved from time to time by or pursuant to a Company Order or a supplemental indenture hereto. Such forms may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Notes may be listed, or to conform to usage.

The Notes of any series, or Tranche within a series, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Notes as evidenced by their execution of such Notes by manual or facsimile signature.

SECTION 2.03 DENOMINATIONS; RECORD DATE. Unless otherwise specified in an Issuance Order or supplemental indenture, the Notes of each series, or Tranche within a series, shall be issuable in book-entry form (“Book-Entry Notes”) and represented by one or more Global Notes in registered form without coupons in denominations of $1,000 or any amount in excess thereof that is an integral multiple of $1,000.

The term “Regular Record Date” as used with respect to an Interest Payment Date (except a date for payment of defaulted interest) shall mean such day or days as shall be specified in the terms of the Notes of any particular series, or Tranche within a series, as contemplated by Section 2.01.

The person in whose name any Note is registered at the close of business on the Regular Record Date with respect to an Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date notwithstanding the cancellation of such Note upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date; provided, however, that if and to the extent the Company shall default in the payment of the interest due on such Interest Payment Date, such defaulted interest shall be paid to the persons in whose names outstanding Notes are registered on a subsequent record date established by notice given by mail by or on behalf of the Company to the holders of Notes of the series, or Tranche within the series, in default not less than fifteen days preceding such subsequent record date, such record date to be not less than five days preceding the date of payment of such defaulted interest.

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Global Notes will be denominated in principal amounts not in excess of $500,000,000 (or such higher amount as may be permitted, or lower amount as may be required, by the Depositary). If one or more Book-Entry Notes having an aggregate principal amount in excess of $500,000,000 (or such higher amount as may be permitted, or lower amount as may be required, by the Depositary) would, but for the preceding sentence, be represented by a single Global Note, then one Global Note will be issued to represent each $500,000,000 (or such higher amount as may be permitted, or lower amount as may be required, by the Depositary) principal amount of such Book-Entry Note or Notes and an additional Global Note will be issued to represent any remaining principal amount of such Book-Entry Note or Notes. In such case, each of the Global Notes representing such Book-Entry Note or Notes shall be assigned the same CUSIP number.

SECTION 2.04 EXECUTION AND DELIVERY OF NOTES. The Notes shall be signed on behalf of the Company by an Authorized Officer, under its corporate seal. Such signature may be the manual or facsimile signature of the present or any future such officer. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes.

Only such Notes as shall bear thereon a certificate of authentication substantially in the form hereinbelow recited, executed by the Trustee by manual signature of one of its authorized officers, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate upon any Note shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture.

In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Note so signed shall be authenticated and delivered by the Trustee or the Company or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed such Note had not ceased to be such officer of the Company; and any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such officer.

Within five days after the execution and delivery of this Indenture, but no later than the date of first issuance of Notes hereunder, the Company shall deliver to the Trustee an Officer’s Certificate as to the incumbency and specimen signatures of Authorized Officers, who shall be authorized to execute Notes and to give Company Orders under this Indenture and, as long as Notes are outstanding under this Indenture, shall deliver a similar Officer’s Certificate within five days after any change in the officers so authorized. The Trustee may conclusively rely on the documents delivered pursuant to this Section and Sections 2.01, 2.02 and 2.06 hereof (unless revoked by superseding comparable documents) as to the authorization of the Board of Directors of any Notes delivered hereunder, the legality, binding effect and enforceability thereof and the form and terms thereof, and as to the authority of the instructing officers referred to in this Section so to act.

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SECTION 2.05 FORM OF CERTIFICATE OF AUTHENTICATION. The certificate of authentication as to Notes of any series shall be in substantially the following form:

[FORM OF CERTIFICATE OF AUTHENTICATION]

This is one of the Notes described in the within-mentioned Indenture.

		, as Trustee
By:
	Authorized Officer

SECTION 2.06 AUTHENTICATION AND DELIVERY OF NOTES. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver certificated Notes or global Notes, without interest coupons (“Global Notes”) of any series executed by the Company to the Trustee for authentication by the Trustee together with an Issuance Order for the authentication and delivery of such Notes, and the Trustee shall authenticate and deliver such Notes in accordance with such Issuance Order. A Company Order may specify that written instructions to the Trustee as to the authentication and delivery of Notes may be given on behalf of the Company by any person designated in such Company Order, and the Trustee may conclusively rely on any such instructions as if given by the Company until such authorization is expressly revoked by a subsequent Company Order. The Company Order may specify such other procedures as shall be acceptable to the Trustee for the authentication and delivery from time to time of Notes of a series that are not to be originally issued at one time (a “Periodic Offering”). If the form or terms of the Notes of the series, or Tranche within the series, have been established by or pursuant to one or more Board Resolutions or Issuance Orders as permitted by Sections 2.01 and 2.02, in authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating:

(1) that such form has been established in conformity with the provisions of this Indenture;

(2) that such terms have been, or in the case of Notes of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Notes of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and

(3) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent

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transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

If such form or terms have been so established, the Trustee shall not be required to authenticate such Notes if the issue of such Notes pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the terms of such Notes are not administratively acceptable to the Trustee.

Notwithstanding any contrary provisions of Section 2.01 or 2.02 or this Section 2.06, if all Notes of a series are not to be originally issued at one time, it shall not be necessary to deliver the Opinion of Counsel otherwise required upon the authentication of each Note of such series if such Opinion of Counsel is delivered at or prior to the authentication upon original issuance of the first Note of such series to be issued.

With respect to Notes of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Notes, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02 and this Section, as applicable, in connection with the first authentication of Notes of such series.

Each Note shall be dated the date of its authentication.

Subject to the provisions of Section 2.03, all Book-Entry Notes of the same series and Tranche will be represented by one or more Global Notes, which shall be substantially in the form of Exhibit A hereto. Each Global Note will be dated and issued as of the date of its authentication by the Trustee. Each Global Note will bear an Issue Date, which will be (i) with respect to an original Global Note (or any portion thereof), its original issuance date (which will be the Settlement Date for the Book-Entry Notes represented by such Global Note) and (ii) with respect to any Global Note (or portion thereof) issued subsequently upon exchange of a Global Note or in lieu of a destroyed, lost or stolen Global Note, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Note or Notes (or if no such payment or provision has been made, the original issuance date of the predecessor Global Note or Notes), regardless of the date of authentication of such subsequently issued Global Note. No Global Note shall represent any Note in certificated form.

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Each Global Note, subject to the provisions of Section 2.03, (i) shall represent and shall be denominated in an authorized aggregate amount equal to the aggregate principal amount of the Book-Entry Notes outstanding of such series and Tranche represented thereby, (ii) shall be registered in the name of the Depositary for such Notes in global form or the nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary’s instruction and (iv) if the Depositary is The Depository Trust Company, shall bear a legend substantially to the following effect:

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

Each Depositary designated for a Global Note must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. At all reasonable times, Global Notes will be made available by the Depositary or its custodian for inspection by the Company.

SECTION 2.07 EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES. Notwithstanding any other provisions of this Section, unless and until it is exchanged in whole or in part for the individual Notes represented thereby, in definitive form, a Global Note may not be transferred except as a whole by the Depositary for such series, or the applicable Tranche of such series, to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or Tranche or a nominee of such successor Depositary.

If at any time the Depositary of a series or Tranche notifies the Company that it is unwilling or unable to continue as Depositary for the Book-Entry Notes of such series or Tranche or if at any time the Depositary for the Book-Entry Notes of such series or Tranche shall no longer be eligible under Section 2.06, the Company, by Company Order, shall appoint a successor Depositary with respect to the Notes of such series or Tranche. If a successor Depositary for the Notes of such series or Tranche is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, authenticate and deliver Notes of such series or Tranche in definitive form in an aggregate principal amount and like terms and tenor equal to the principal amount of the Book-Entry Note or Notes in global form representing such series or Tranche in exchange for such Book-Entry Note or Notes in global form.

The Company may at any time and in its sole discretion determine that individual Book-Entry Notes of any series or Tranche issued in global form shall no longer be represented by a Global Note. In such event the Company will execute, authenticate and deliver individual certificated Notes of such series or Tranche in definitive form in authorized denominations and in an aggregate principal amount equal to the principal amount of the Global Note representing such series or Tranche in exchange for such Global Note.

If specified by the Company with respect to a series or Tranche of Book-Entry Notes, the Depositary for such series or Tranche of Notes may surrender the Global Note

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for such series or Tranche of Notes in exchange in whole or in part for individual Notes of such series or Tranche in definitive form and of like terms and tenor on such terms as are acceptable to the Company, the Trustee and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge:

(a) to the Depositary or to each person specified by such Depositary a new individual Note or Notes of the same series and Tranche, of authorized denominations, in aggregate principal amount equal to and in exchange for such person’s beneficial interest in the Global Note; and

(b) to such Depositary a new Global Note in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Note and the aggregate principal amount of the individual Notes delivered to holders thereof.

Upon the exchange of a Global Note for Notes in definitive form, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its direct or indirect Participants or otherwise, shall instruct the Trustee in writing. The Company shall deliver such Certificated Notes to the persons in whose names such Notes are so registered or to the Depositary.

The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office or agency of the Company in a Place of Payment being herein sometimes referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided.

Upon surrender for registration of transfer of any Note of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same series, of any authorized denominations and of like Tranche and aggregate principal amount.

At the option of the Holder, Notes of any series may be exchanged for other Notes of the same series, of any authorized denominations and of like Tranche and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same

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benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 3.01 or 10.04 not involving any transfer.

If the Notes of any series (or of any series and specified Tranche) are to be redeemed, the Company shall not be required (A) to issue, register the transfer of or exchange any Notes of that series (or of that series and Tranche, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Notes selected for redemption and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

The beneficial owner of a Book-Entry Note (or one or more indirect Participants in the Depositary designated by such owner) will designate one or more Participants in the Depositary to act as agent or agents for such owner in connection with the book-entry system maintained by the Depositary, and the Depositary will record in book-entry form, in accordance with instructions provided by such participants, a credit balance with respect to such beneficial owner in such Book-Entry Note in the account of such Participants. The ownership interest of such beneficial owner in such Book-Entry Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in the Depositary. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Transfers of a Book-Entry Note will be accomplished by book entries made by the Depositary and, in turn, by Participants (and in certain cases, one or more indirect participants in the Depositary) acting on behalf of beneficial transferors and transferees of such Book-Entry Note.

SECTION 2.08 MUTILATED, DEFACED, DESTROYED, LOST OR STOLEN NOTES. In case any Note shall at any time become mutilated, defaced, destroyed, lost or stolen, and such Note shall be delivered to the Trustee or satisfactory evidence of the destruction, loss, or theft thereof (together with the security and

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indemnity hereinafter referred to and such other documents or proof required by the Company or the Trustee), shall be delivered to the Company and the Trustee, then the Company shall execute and the Trustee shall authenticate and deliver, in lieu of or in exchange for such Note, a new Note bearing a number not contemporaneously outstanding of the same series, form, Settlement Date, interest rate, denomination, Maturity Date and Interest Payment Dates. In the case of any mutilated, defaced, destroyed, lost or stolen Note, an indemnity satisfactory to the Company and the Trustee may be required of the holder of such Note before a replacement Note will be issued. All expenses (including taxes and governmental charges and the fees and expenses of the Trustee) associated with obtaining such indemnity and in issuing the new Note shall be borne by the holder of the Note so mutilated, defaced, destroyed, lost or stolen.

In case any such mutilated, defaced, destroyed, lost or stolen Note has become or is about to become due and payable in full, the Company, in its discretion, instead of issuing a new Note may pay such Note on the date such Note is due and payable.

Every substituted Note issued pursuant to the provisions of this Section by virtue of the fact that any Note is destroyed, lost or stolen shall, with respect to such Note, constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

All Notes shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Notes and shall, to the extent permitted by law, preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

SECTION 2.09 CANCELLATION. All Notes surrendered for payment, redemption, registration of transfer, or exchange, as the case may be, shall, if surrendered to the Trustee, be cancelled and disposed of by it in accordance with its customary procedures and a certificate of disposition delivered to the Company, or shall, if surrendered to any Paying Agent, be delivered to the Trustee and promptly cancelled and disposed of by the Trustee and a certificate of disposition delivered to the Company, and no Notes shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture.

ARTICLE THREE

REDEMPTION OF NOTES; SURVIVOR’S OPTION

SECTION 3.01 REDEMPTION OF NOTES; APPLICABILITY OF SECTION. Redemption of Notes of any series, or Tranche within a series, as permitted or required by the terms thereof shall be made in accordance with such terms and this Section; provided, however, that if any provision of any series or Tranche of Notes shall

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conflict with any provision of this Section, the provision of such series or Tranche of Notes shall govern.

The Company shall, at least five (5) Business Days prior (or any shorter period which the parties hereto may agree in writing) to the latest date on which notice of redemption may be given by the Trustee, in accordance with provisions of the next paragraph, for the redemption of Notes of the applicable series or Tranche on the redemption date specified in such notice from the Company (a “Redemption Date”), give written notice to the Trustee that the Notes of such series or Tranche will be redeemed on the applicable Redemption Date. In the case of a partial redemption, if allowable, such notice shall state the aggregate principal amount of Notes to be redeemed. Otherwise, such notice shall state that the entire principal amount of Notes of the series or Tranche to be redeemed at the time outstanding shall be redeemed. In each case, such notice shall state the provision of the terms of such Notes under which such redemption is made, that the conditions precedent, if any, to such redemption have occurred, shall describe the same and shall state the applicable redemption price. The Company shall deliver to the Trustee any certificate or notice required to be so delivered by the terms of the Notes to be redeemed. Notice given hereunder shall, except in the case of a conditional notice of redemption described below or as otherwise provided by the terms of the Notes to be redeemed, be irrevocable. Unless otherwise specified in the applicable Issuance Order or supplemental indenture, any notice of an optional redemption by the Company or of a redemption by the Company upon a Determination of Tax Event may state that the redemption to be effected is conditioned upon the receipt by the Trustee on or prior to the applicable Redemption Date of moneys sufficient to pay the principal of and interest on the Notes to be redeemed and that if such moneys are not so received such notice shall be of no force or effect and such Notes shall not be required to be redeemed. In the event that such notice of redemption contains such a condition and moneys sufficient to pay the principal of and interest on the applicable Notes are not on deposit with the Trustee on the applicable Redemption Date, the redemption shall not be made and the Trustee shall within five Business Days thereafter give notice, in the manner in which the notice of redemption was given, that such moneys were not so received and that such redemption has been cancelled.

Upon receipt of notice from the Company that the Notes of a series or Tranche will be redeemed, the Trustee shall cause notice of such redemption to be given not less than 30 days nor more than 60 days (or within any other period specified for such series or Tranche of Notes in the applicable Issuance Order or supplemental indenture) prior to the applicable Redemption Date in the manner provided in Section 1.02. Such notice shall specify the date fixed for redemption and the applicable redemption price, the Place of Payment, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that on and after said date interest thereon will cease to accrue and, if less than all the Notes of a given series or Tranche are to be redeemed, the identification and, in the case of partial redemptions, the principal amounts of the particular Notes to be redeemed. In the case of a redemption pursuant to any provisions of the terms of Notes specifying conditions precedent to redemption of the Notes of such series, such notice shall also state that the Company has advised the Trustee that the conditions precedent to such redemption have occurred and shall describe them, provided that in the case of a

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conditional redemption notice described in the preceding paragraph, such notice shall state that such redemption is subject to the receipt by the Trustee on or prior to the applicable Redemption Date of moneys sufficient to pay the redemption price of the Notes. In the case of a partial redemption (if allowable) pursuant to the terms of the Notes to be redeemed, such notice shall indicate the serial numbers of the Notes to be redeemed (which shall be selected by the Trustee by lot or in such other manner as it shall deem appropriate and fair and which may provide for the selection for redemption of a portion of the principal amount of any Note; provided that the unredeemed portion of the principal amount of any Note shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Note). Otherwise, such notice shall state that the entire principal amount of the Notes of the series or Tranche to be redeemed at the time outstanding shall be redeemed.

The Trustee shall promptly send a copy of the notice of redemption issued pursuant to this Section 3.01 to the Company, each other Paying Agent, and the Depositary.

SECTION 3.02 SURVIVOR’S OPTION. If so specified in any Issuance Order applicable to a Note, the Representative (as defined below) of the beneficial owner of such Note shall have the option to elect repayment of such Note (or a portion thereof) in the event of the death of the beneficial owner of such Note, subject however to any Survivor’s Option Blackout Period.

Pursuant to exercise of the Survivor’s Option, the Company shall repay any Note (or portion thereof) properly tendered to the Trustee for repayment by or on behalf of the person (the “Representative”) that has authority to act on behalf of the deceased owner of the beneficial interest in such Note under the laws of the appropriate jurisdiction (including, without limitation, the personal representative, executor, surviving joint tenant or surviving tenant by the entirety of such deceased beneficial owner) at a price equal to 100% of the principal amount of the beneficial interest of the deceased owner in such Note plus accrued interest to the date of such repayment (or at a price equal to the Amortized Face Amount for Discount Notes and Zero-Coupon Notes on the date of such repayment), subject to the following limitations. The Company may, in its sole discretion, limit the aggregate principal amount of Notes as to which exercises of the Survivor’s Option shall be accepted in any calendar year (the “Annual Put Limitation”) to one percent (1%) of the outstanding principal amount of the Notes subject to the Survivor’s Option as of the end of the most recent fiscal year, but not less than $1,000,000 in any such calendar year, or such greater amount as the Company in its sole discretion may determine for any calendar year, and may limit to $200,000, or such greater amount as the Company in its sole discretion may determine for any calendar year, the aggregate principal amount of Notes (or portions thereof) as to which exercise of the Survivor’s Option will be accepted in such calendar year with respect to any individual deceased owner of beneficial interests in such Notes (the “Individual Put Limitation”). Moreover, the Company shall not make principal repayments pursuant to exercise of the Survivor’s Option in amounts that are less than $1,000 or that are not integral multiples of $1,000, and, in the event that the limitations described in the preceding sentence would result in the partial repayment of any Note, the principal

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amount of such Note remaining outstanding after repayment must be at least $1,000. The Survivor’s Option shall not be exercisable during a Survivor’s Option Blackout Period that, unless otherwise provided in an Issuance Order or supplemental indenture applicable to the Note, shall end on the first anniversary of the date of issuance of a Note. Any Note (or portion thereof) tendered pursuant to exercise of the Survivor’s Option may not be withdrawn unless the Note (or portion thereof) is not accepted on account of the Annual Put Limitation or the Individual Put Limitation.

Each Note (or portion thereof) that is tendered pursuant to valid exercise of the Survivor’s Option shall be accepted promptly in the order all such Notes are tendered, except for any Note (or portion thereof) the acceptance of which would contravene (i) the Annual Put Limitation, if applied, or (ii) the Individual Put Limitation, if applied, with respect to the relevant individual deceased owner of beneficial interests therein. If, as of the end of any calendar year, the aggregate principal amount of Notes (or portions thereof) that have been accepted pursuant to exercise of the Survivor’s Option during such year has not exceeded the Annual Put Limitation, if applied, for such year, any exercise(s) of the Survivor’s Option with respect to Notes (or portions thereof) not accepted during such calendar year because such acceptance would have contravened the Individual Put Limitation, if applied, with respect to an individual deceased owner of beneficial interests therein shall be accepted in the order all such Notes (or portions thereof) were tendered, to the extent that any such exercise would not trigger the Annual Put Limitation for such calendar year. Any Note (or portion thereof) accepted for repayment pursuant to exercise of the Survivor’s Option shall be repaid no later than the first Interest Payment Date for such Note that occurs 20 or more calendar days after the date of such acceptance or, in the case of Zero-Coupon Notes, as set forth in the applicable Issuance Order or supplemental indenture. Each Note (or any portion thereof) tendered for repayment that is not accepted in any calendar year due to the application of the Annual Put Limitation or the Individual Put Limitation shall be deemed to be tendered in the following calendar year in the order in which all such Notes (or portions thereof) were originally tendered, unless any such Note (or portion thereof) is withdrawn by the Representative for the deceased owner. In the event that a Note (or any portion thereof) tendered for repayment pursuant to valid exercise of the Survivor’s Option is not accepted, the Trustee shall deliver a notice by first-class mail to the Representative who tendered such Note for repayment, at the address identified by the Representative in connection with such tender, or in the case of a tender by a Representative that has not made such Representative’s mailing address known to the Trustee, to the registered holder of the applicable Note at its last known address as indicated in the Note Register, or in the case of Notes represented by a Global Note, to the broker or other entity through which the beneficial interest in the Note is held by the deceased owner, which notice states the reason such Note (or portion thereof) has not been accepted for payment. The Representative may withdraw the tender of a Note (but only with respect to any portion of such Note that was not paid because of the application of the Annual Put Limitation or the Individual Put Limitation) prior to the earlier of (i) the date that is 90 days from the date of delivery by the Trustee of the foregoing notice of non-acceptance of the tender of a Note (or any portion thereof) or (ii) the Regular Record Date for the next scheduled Interest Payment Date, if any, on the Note.

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Subject to the foregoing, in order for a Survivor’s Option to be validly exercised with respect to any Note (or portion thereof), the Trustee must receive from the Representative of the deceased owner (i) a written request for repayment signed by the Representative, and such signature must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. (the “NASD”) or a commercial bank or trust company having an office or correspondent in the United States, (ii) tender of the Note (or portion thereof) to be repaid, (iii) appropriate evidence satisfactory to the Trustee and the Company that (A) the Representative has authority to act on behalf of the deceased beneficial owner, (B) the death of such beneficial owner has occurred and (C) the deceased was the owner of a beneficial interest in such Note at the time of death, (iv) if applicable, a properly executed assignment or endorsement, and (v) if the beneficial interest in such Note is held by a nominee of the deceased beneficial owner, a certificate or letter satisfactory to the Trustee from such nominee attesting to the deceased’s ownership of a beneficial interest in such Note. All questions as to the eligibility or validity of any exercise of the Survivor’s Option will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties.

The death of a person owning a Note in joint tenancy or tenancy by the entirety with another or others shall be deemed the death of the holder of the Note, and the entire principal amount of the Note so held shall be subject to repayment, together with interest accrued thereon to the repayment date. The death of a person owning a Note by tenancy in common shall be deemed the death of a holder of a Note only with respect to the deceased holder’s interest in the Note so held by tenancy in common; except that in the event a Note is held by husband and wife as tenants in common, the death of either shall be deemed the death of the holder of the Note, and the entire principal amount of the Note so held shall be subject to repayment. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Note, shall be deemed the death of the holder thereof for purposes of this provision, regardless of the registered holder, if such beneficial interest can be established to the satisfaction of the Trustee and the Company. Such beneficial interest shall be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Gifts to Minors Act, the Uniform Transfers to Minors Act, community property or other joint ownership arrangements between a husband and wife and trust arrangements where one person has substantially all of the beneficial ownership interest in the Note during his or her lifetime.

For Notes represented by a Global Note, the Depositary or its nominee shall be the holder of such Note and therefore shall be the only entity (either directly or through its Participants) that can exercise the Survivor’s Option for such Note. To obtain repayment pursuant to exercise of the Survivor’s Option with respect to such Note, the Representative must provide to the broker or other entity through which the beneficial interest in such Note is held by the deceased owner (i) the documents described in clauses (i) and (iii) of the second preceding paragraph and (ii) instructions to such broker or other entity to notify the Depositary of such Representative’s desire to obtain repayment

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pursuant to exercise of the Survivor’s Option. Such broker or other entity shall provide to the Trustee (A) the documents received from the Representative referred to in clause (i) of the preceding sentence, (B) a certificate or letter satisfactory to the Trustee from such broker or other entity stating that it represents the deceased beneficial owner, ^© a detailed description of the Note, including CUSIP number, coupon rate, if any, and Maturity Date; (D) the deceased’s social security number and (E) a written request for repayment signed by such broker or other entity. Such broker or other entity shall be responsible for disbursing any payments it receives pursuant to exercise of the Survivor’s Option to the appropriate Representative.

SECTION 3.03 REDEMPTION FOR TAX REASONS. If so specified in any Issuance Order applicable to a series, or Tranche within a series, of Notes, the Notes of such series or Tranche may be redeemed, as a whole but not in part, at the option of the Company at any time, upon notice to the Trustee and the holders of the Notes in accordance with the provisions of Section 3.01 at a redemption price equal to 100% of the principal amount (or Amortized Face Amount in the case of a Discount Note) of the Notes to be redeemed together with accrued interest thereon to the Redemption Date, upon the occurrence of a Determination of Tax Event.

For purposes of this Section 3.03, a “Determination of Tax Event” shall mean (i) the delivery to the Company of a written opinion of independent legal counsel of recognized standing, to the effect that as a result of a Tax Event the Company has become obligated to pay Additional Amounts and (ii) the delivery to the Trustee of an Officer’s Certificate stating that the Company, in its business judgment, has determined that such obligation cannot be avoided by the use of reasonable measures available to the Company, not including assignment of the Notes.

For purposes of this Section 3.03, a “Tax Event” shall mean the occurrence of any of the following:

• any change in or amendment to the laws (including any regulations or rulings promulgated thereunder) of the United States or any political subdivision affecting taxation, which becomes effective after the Issue Date of the first Note of the applicable series or Tranche of Notes;

• any change in or amendment to the official application or interpretation of the laws (including any regulations or rulings promulgated thereunder) of the United States or any political subdivision affecting taxation, which change, amendment, application or interpretation is announced or becomes effective after the Issue Date of the first Note of the applicable series or Tranche of Notes; or

• any action taken by any taxing authority of the United States or any political subdivision affecting taxation which action is taken or becomes

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generally known after the Issue Date of the first Note of the applicable series or Tranche of Notes, or any commencement of a proceeding in a court of competent jurisdiction in the United States after such date, whether or not such action was taken or such proceeding was brought with respect to the Company or the Notes.

ARTICLE FOUR

PAYMENT AND PAYING AGENTS.

SECTION 4.01 PAYMENT OF PRINCIPAL AND INTEREST; PAYMENT OF ADDITIONAL AMOUNTS. The Company will duly and punctually pay or cause to be paid the principal of and interest, if any, on each of the Notes at the place, at the respective times and in the manner provided in the terms of the Notes and in this Indenture. If so specified in any Issuance Order applicable to a series, or Tranche within a series, of Notes, the Company will duly and punctually pay or cause to be paid the Additional Amounts, if any, on each of the Notes at the place, at the respective times and in the manner provided in the terms of the Notes and in this Indenture.

Each Note will bear interest from and including its Issue Date (or from such other date as may be specified in an Issuance Order or supplemental indenture hereto) at the rate per annum set forth in such Note and until the principal amount thereof is paid, or made available for payment, in full. Unless otherwise specified in the applicable Issuance Order or supplemental indenture, interest on each Note (other than a Zero-Coupon Note) will be payable either monthly, quarterly, semi-annually or annually on each Interest Payment Date as set forth in such Note and at Maturity (or on the date of redemption or repayment if a Note is repurchased by the Company prior to Maturity pursuant to mandatory or optional redemption provisions or the Survivor’s Option). Interest will be payable to the person in whose name a Note is registered at the close of business on the Regular Record Date next preceding each Interest Payment Date; provided, however, interest payable at Maturity, on a date of redemption or in connection with the exercise of the Survivor’s Option will be payable to the person to whom principal shall be payable.

Unless otherwise specified in a Note, any interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.

Unless otherwise specified in the applicable Issuance Order or supplemental indenture, the following terms in this paragraph shall apply to each Note. The Interest Payment Dates for a Note that provides for monthly interest payments shall be the fifteenth day of each calendar month commencing in the calendar month that next succeeds the month in which the Note is issued. In the case of a Note that provides for quarterly interest payments, the Interest Payment Dates shall be the fifteenth day of each third month, commencing in the third succeeding calendar month following the month in which the Note is issued. In the case of a Note that provides for semi-annual interest payments, the Interest Payment Dates shall be the fifteenth day of each sixth month, commencing in the sixth succeeding calendar month following the month in which the Note is issued. In the case of a Note that provides for annual interest payments, the

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Interest Payment Date shall be the fifteenth day of each twelfth month, commencing in the twelfth succeeding calendar month following the month in which the Note is issued. Unless otherwise specified in the applicable Issuance Order, the Regular Record Date with respect to any Interest Payment Date shall be the first day of the calendar month in which such Interest Payment Date occurs, except that the Regular Record Date with respect to the final Interest Payment Date shall be the final Interest Payment Date.

Each payment of interest on a Note shall include accrued interest from and including the Issue Date or from and including the last day in respect of which interest has been paid (or duly provided for), as the case may be, to, but excluding, the Interest Payment Date, Redemption Date, repayment date or Maturity Date, as the case may be.

Promptly after each Regular Record Date with respect to Global Notes, the Trustee will deliver to the Company and the Depositary a written notice specifying by CUSIP number the amount of interest (to the extent then ascertainable) to be paid on each Global Note (other than on an Interest Payment Date coinciding with the Maturity Date) and the total of such amounts. On such Interest Payment Date, the Company will pay to the Trustee, and the Trustee in turn will pay to the Depositary in accordance with procedures agreed to by the Depositary, such total amount of interest due. All interest payments on a certificated Note (other than interest due at Maturity) will be made by check and mailed by the Company to the person entitled thereto as listed on the Note Register.

All interest payments on Book-Entry Notes will be paid by the Trustee to the Depositary in accordance with existing arrangements between the Trustee and the Depositary. Thereafter, on each Interest Payment Date, the Depositary will pay, in accordance with its operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants with payments in amounts proportionate to their respective holdings in principal amount of beneficial interest in such Global Note as are recorded in the book-entry system maintained by the Depositary. Neither the Company nor the Trustee shall have any direct responsibility or liability for the payment by the Depositary of the principal of or interest on, the Book-Entry Notes to such Participants. On or about the first Business Day of each month, the Trustee will deliver to the Company and the Depositary a written list of principal and interest (to the extent then ascertainable) to be paid on each Global Note representing Book-Entry Notes maturing in the following month. The Trustee, the Company and the Depositary will confirm the amounts of such principal and interest payments with respect to each Global Note on or about the fifth Business Day preceding the Maturity Date of such Global Note. On the Maturity Date, the Company will pay to the Trustee, and the Trustee in turn will pay to the Depositary, the principal amount of such Global Note, together with interest due on such Maturity Date.

Promptly after payment to the Depositary of the principal and interest due on the final Maturity Date of such Global Note, the Trustee will cancel and dispose of such Global Note in accordance with Section 2.09 and deliver a certificate of disposition to the Company. Promptly after payment to the Holder of the principal and interest due on the final Maturity Date of any certificated Note, the Trustee will cancel and dispose of such

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Note in accordance with Section 2.09 and deliver a certificate of disposition to the Company. Payment by the Trustee of (i) the principal and interest or Amortized Face Amount due on any Note on the final Maturity Date of such Note, or (ii) the principal due on the Redemption Date or repayment date or upon acceleration of any portion of a certificated Note, together with interest, if any, due on such principal, shall be made upon presentation and surrender of such Note by the Holder to the Paying Agent. In the case of any certificated Note surrendered for payment of less than the entire principal amount of such Note, the Trustee shall make a notation on such Note of the principal or Amortized Face Amount of such Note paid on the applicable date on such Note, or the Company shall issue in exchange for such surrendered Note, and the Trustee shall authenticate, a replacement Note in a principal amount equal to the principal amount remaining unpaid after the applicable payment, and the annotated or replacement Note, as applicable, shall be delivered by the Trustee to the Holder thereof. Payment by the Trustee of the principal due on any Global Note at Maturity (other than principal due on the final Maturity Date of such Note) or on the Redemption Date or repayment date of less than the entire principal amount of a Global Note, shall be made by the Trustee in accordance with existing arrangements between the Trustee and the Depositary with respect to the notation of the reduction in the outstanding principal amount of any Global Note or the exchange of such Global Note for a replacement Global Note reflecting such reduced outstanding principal amount.

The amount of any taxes required under applicable law to be withheld from any interest payment on a Book-Entry Note will be determined and withheld by the Participant, indirect participant in the Depositary or other person responsible for forwarding payments and materials directly to the beneficial owner of such Note.

If the Company issues a series, or a Tranche within a series, of Notes outside of the United States, and the Issuance Order or supplemental indenture with respect to such series or Tranche of Notes so provides, the Company will pay to the Holder of any Note of such series or Tranche who is a Non-United States Person such additional amounts (the “Additional Amounts”) as may be necessary in order that every net payment in respect of the principal or interest, if any, on such Note, after deduction or withholding by the Company or any Paying Agent for or on account of any present or future tax, assessment or governmental charge imposed upon or as a result of such payment by the United States or any political subdivision or taxing authority thereof or therein (collectively, “Taxes”), will not be less than the amount provided for in the Note to be then due and payable before any such deduction or withholding for or on account of any such Taxes; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply to:

(a) any Taxes which would not have been so imposed but for:

• the existence of any present or former connection between the Holder (or a fiduciary, settlor, beneficiary, member, or shareholder of, or holder of a power over, the Holder, if the Holder is an estate, trust, partnership or corporation) and the United States, including, without limitation, the

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Holder (or the fiduciary, settlor, beneficiary, member, shareholder of, or holder of a power) being or having been a citizen or resident or treated as a resident being or having been engaged in a trade or business or being or having been present or having or having had a permanent establishment in the United States; or

• the Holder’s present or former status as a personal holding company or foreign personal holding company or controlled foreign corporation for United States Federal income tax purposes or corporation which accumulates earnings to avoid United States Federal income tax;

(b) any Taxes which would not have been so imposed but for the presentation by the Holder of the Note for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

(c) any estate, inheritance, gift, sales, transfer, personal property or excise tax or any similar Taxes;

(d) any Taxes which are payable otherwise than by withholding from payments in respect of principal of or interest, if any, on any Note;

(e) any Taxes imposed on interest received by a Holder or beneficial owner of a Note who actually or constructively owns 10% or more of the total combined voting power of all of the Company’s classes of stock entitled to vote within the meaning of Section 871(h)(3) of the Internal Revenue Code of 1986, as amended;

(f) any Taxes imposed as a result of the failure to comply with:

• certification, information, documentation, reporting or other similar requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of the Note, if compliance is required by statute, or by regulation of the United States Treasury Department, as a precondition to relief or exemption from such Taxes (including backup withholding); or

• any other certification, information, documentation, reporting or other similar requirements under United States income tax laws or regulations that would establish entitlement to otherwise applicable relief or exemption from such Taxes;

(g) any Taxes required to be withheld by any Paying Agent from any payment of the principal of or interest, if any, on any

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Note, if such payment can be made without such withholding by at least one other Paying Agent; or

(h) any combination of items (a), (b), (c), (d), (e), (f) or (g),

nor will such Additional Amounts be paid to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of the Note to the extent a settlor or beneficiary with respect to the fiduciary or a member of such partnership or a beneficial owner of the Note would not have been entitled to payment of the Additional Amounts had the beneficiary, settlor, member or beneficial owner been the Holder of the Note.

For purposes of the definition of, and the Company’s obligation to pay, Additional Amounts, the term “United States” means the United States of America (including the District of Columbia) and its territories, its possessions and other areas subject to its jurisdiction.

If the Notes of a series or Tranche provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series or Tranche of Notes and at least 10 days prior to each date of payment of principal of or interest on the Notes of that series or Tranche if there has been a change with respect to the matters set forth in the below-mentioned Company Order, the Company shall furnish to the Trustee and the principal Paying Agent, if other than the Trustee, a Company Order instructing the Trustee and such Paying Agent whether such payment of principal of or interest on the Notes of that series or Tranche shall be made to holders of the Notes of that series or Tranche without withholding or deduction for or on account of any Taxes. If any such withholding or deduction shall be required, then such Company Order shall specify by country the amount, if any, required to be withheld or deducted on such payments to such holders and shall certify the fact that Additional Amounts will be payable and the amounts so payable to each holder, and the Company shall pay to the Trustee or such Paying Agent the Additional Amounts required to be paid by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Company Order furnished pursuant to this Section.

Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any interest or any other amounts on, or in respect of, any Note of any series or Tranche, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series or Tranche established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made.

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SECTION 4.02 PAYING AGENTS. The Company shall maintain one or more Paying Agents for the payment of the principal of and interest, if any, on the Notes of each series, or Tranche within a series, as provided in the terms of the Notes of such series or Tranche. The Company agrees to keep the Trustee advised of the name and location of each Paying Agent if such Paying Agent is not the Trustee. The Paying Agents shall arrange for the payment, from funds furnished by the Company pursuant to this Indenture, of the principal and interest with respect to the Notes. In case the Company shall fail to maintain any such paying agency for the Notes, or shall fail to give the Trustee notice of the name or location thereof or of any change in the name or location thereof, such paying agency shall be located at the Corporate Trust Office.

The Company hereby initially appoints the Trustee as the Company’s Paying Agent for the Notes (the “Paying Agent,” which term shall include any successor as Paying Agent for the Notes). The Company reserves the right, subject to the terms of the Notes of any series, or Tranche within a series, to terminate any such appointment at any time as to such series or Tranche and to appoint any other Paying Agents in respect of the Notes of such series or Tranche in such places as it may deem appropriate.

SECTION 4.03 PROVISIONS AS TO PAYING AGENTS. (a) Whenever the Company shall appoint a Paying Agent other than the Trustee with respect to the Notes of any series or Tranche within a series, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section:

(1) that it will hold sums held by it as such agent for the payment of the principal of and interest, if any, on the Notes of such series or Tranche (whether such sums have been paid to it by the Company or by any other obligor on the Notes of such series or Tranche) in trust for the benefit of the holders of the Notes of such series or Tranche entitled thereto, and will notify the Trustee of the receipt of sums to be so held,

(2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Notes of such series or Tranche) to make any payment of the principal of or interest, if any, on the Notes of such series or Tranche when the same shall be due and payable, and

(3) that during the continuance of any failure by the Company (or any other obligor upon the Notes of that series or Tranche) to make any payment in respect of the Notes of that series or Tranche, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes of that series or Tranche.

(b) Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series, or Tranche(s) within a series, of Notes hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for such series

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or Tranche(s) by it or any Paying Agent hereunder as required by this Section, such sums to be held by the Trustee upon the trusts herein contained.

(c) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 13.03 and 13.04.

(d) If the Company shall at any time act as its own Paying Agent with respect to any series or Tranche of Notes, it will, on or before each due date of the principal of or any interest on any of the Notes of that series or Tranche, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

(e) Whenever the Company shall have one or more Paying Agents for any series of Notes or Tranche(s) within a series of Notes, it will, on or prior to each due date of the principal of or interest on any Notes of that series or Tranche, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

SECTION 4.04 OFFICES FOR NOTICES, ETC. As long as any of the Notes remain outstanding, the Company will designate and maintain an office or agency where the Notes may be presented for registration of transfer and for exchange as provided in this Indenture and where notices and demands to or upon the Company in respect of the Notes or of this Indenture may be served, other than demands for payment. The Company will give to the Trustee notice of the name and location of each such office or agency and of any change in the name or location thereof. In case the Company shall fail to maintain any such office or agency, or shall fail to give such notice of the name or location or of any change in the name or location thereof, such notices and demands may be served at the Corporate Trust Office.

The Company hereby initially designates the Corporate Trust Office as the office of the Company where the Notes may be presented for registration of transfer and for exchange as provided in this Indenture and where notices and demands to or upon the Company in respect of the Notes or of this Indenture may be served.

ARTICLE FIVE

NOTEHOLDER LISTS AND REPORTS

BY THE COMPANY AND THE TRUSTEE

SECTION 5.01 NOTEHOLDER LISTS. The Company will furnish or cause to be furnished to the Trustee:

(1) 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders

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of Notes of each series, or each Tranche within each series, as of such Regular Record Date, and

(2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; excluding from any such list names and addresses received by the Trustee in its capacity as Note Registrar.

SECTION 5.02 RESERVATION AND DISCLOSURE OF LISTS.

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders of each series of Notes (i) contained in the most recent list furnished to it as provided in Section 5.01, (ii) received by the Trustee in its capacity as Note Registrar or a Paying Agent or (iii) filed with it within the preceding two years pursuant to Section 5.04(c). The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.

(b) In case three or more holders of Notes (hereinafter referred to as “applicants”) apply in writing to the Trustee and furnish to the Trustee reasonable proof that each such applicant has owned a Note of such series for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other holders of Notes of a particular series (in which case the applicants must hold Notes of such series) or with holders of all Notes with respect to their rights under this Indenture or under such Notes and it is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, at its election, either:

(1) afford to such applicants access to the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section, or

(2) inform such applicants as to the approximate number of holders of Notes of such series or all Notes, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee, in accordance with the provisions of subsection (a) of this Section, and as to the approximate cost of mailing to such Noteholders the form of proxy or other communication, if any, specified in such application.

If the Trustee shall elect not to afford to such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each holder of Notes of such series or all Notes, as the case may be, whose name and address appear in the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a

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tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender, the Trustee shall mail to such applicants and file with the Securities and Exchange Commission (the “Commission”), together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the holders of Notes of such series or all Notes, as the case may be, or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met, and shall enter an order so declaring, the Trustee shall mail copies of such material to all such holders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application.

(c) Each and every holder of Notes, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any Paying Agent, Note Registrar, or any agent of the Company or of the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the holders of Notes in accordance with the provisions of subsection (b) of this Section, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under said subsection (b).

SECTION 5.03 REPORTS BY THE COMPANY. The Company shall:

(a) file with the Trustee within fifteen days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then to file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by said Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

(b) file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such additional information, documents, and reports with respect to compliance by the Company with the conditions and covenants provided for in this Indenture as may be required from time to time by such rules and regulations; and transmit by mail to all the holders of Notes of each series in the manner and to the extent provided in Section 313(c) of the Trust

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Indenture Act of 1939 with respect to reports pursuant to Section 5.04(a), within thirty days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company with respect to each such series of Notes pursuant to subsections (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission; and

(c) on or before June 15, 2003, and on or before June 15 in each year thereafter, so long as any Notes are outstanding hereunder, deliver to the Trustee a brief certificate of the Company’s principal executive officer, principal financial officer or principal accounting officer as to such officer’s knowledge of the Company’s compliance with all conditions and covenants under this Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture).

SECTION 5.04 REPORTS BY THE TRUSTEE.

(a) On or before May 15, 2003 and on or before May 15 of each year thereafter, so long as any Notes are outstanding hereunder, the Trustee shall transmit to the Noteholders, as provided in subsection (b) of this Section, a brief report dated as of the preceding March 15, with respect to any of the following events which may have occurred within the previous 12 months (but if no such event has occurred within such period, no report need be transmitted):

(1) its eligibility under Section 7.09, and its qualifications under Section 7.08, or in lieu thereof, if to the best of its knowledge it has continued to be eligible and qualified under such Sections, a written statement to such effect;

(2) the character and amount of any advances (and if the Trustee elects so to state, the circumstances surrounding the making thereof) made by the Trustee (as such) which remain unpaid on the date of such report, and for the reimbursement of which it claims or may claim a lien or charge, prior to that of the Notes, on any property or funds held or collected by it as Trustee, except that the Trustee shall not be required (but may elect) to report such advances if such advances so remaining unpaid aggregate not more than one-half of one percent of the principal amount of the Notes for any series outstanding on the date of such report;

(3) any change to the amount, interest rate, and maturity date of all other indebtedness owing by the Company (or by any other obligor on the Notes) to the Trustee in its individual capacity, on the date of such report, with a brief description of any property held as collateral security therefor, except any indebtedness based upon a creditor relationship arising in any manner described in subsections (2), (3), (4), or (6) of subsection (b) of Section 311 of the Trust Indenture Act of 1939;

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(4) any change to the property and funds, if any, physically in the possession of the Trustee as such on the date of such report;

(5) the creation of or any material change to a relationship specified in Section 310(b)(1) through Section 310(b)(10) of the Trust Indenture Act of 1939;

(6) any additional issue of Notes which it has not previously reported; and

(7) any action taken by the Trustee in the performance of its duties under this Indenture which it has not previously reported and which in its opinion materially affects the Notes, except action in respect of a default, notice of which has been or is to be withheld by it in accordance with the provisions of Section 6.07.

(b) Reports pursuant to this Section shall be transmitted by mail to all holders of Notes at their addresses as the same appear upon the Note Register.

(c) A copy of each such report shall, at the time of such transmission to Noteholders, be filed by the Trustee with each stock exchange upon which the Notes are listed and also with the Commission. The Company agrees to notify the Trustee when and as the Notes become listed on any stock exchange.

ARTICLE SIX

REMEDIES ON DEFAULT.

SECTION 6.01 EVENTS OF DEFAULT. The following shall constitute Events of Default with respect to a particular series of Notes:

(a) default in the payment of the principal of any of the Notes of such series as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; or

(b) default in the payment of any installment of interest upon any of the Notes of such series as and when the same shall become due and payable, and continuance of such default for a period of thirty days; or

(c) failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company in the Notes of such series, or any Tranche of such series, or in this Indenture (other than a covenant a default in whose performance or whose breach which has expressly been included in this Indenture solely for the benefit of series of Notes other than that series) for a period of thirty days after the date on which written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the holders of at least twenty-five percent in aggregate principal amount of the Notes of such series at the time outstanding; or

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(d) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(e) the Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official of the Company or for any substantial part of its property, or shall make any general assignment for the benefit of creditors.

If an Event of Default described in clause (a), (b) or (c) shall have occurred and be continuing and in each and every such case, unless the principal amount of all the Notes of such series shall have already become due and payable, either the Trustee or the holders of not less than twenty-five percent in aggregate principal amount of the Notes of all series affected thereby then outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Noteholders) may declare the principal amount of all the Notes (or, with respect to Discount Notes, the Amortized Face Amount thereof or such other amount as may be specified in the terms of such Notes) of the series affected thereby to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, any provision of this Indenture or the Notes of such series contained to the contrary notwithstanding. If an Event of Default described in clause (d) or (e) shall have occurred and be continuing, and in each case, either the Trustee or the holders of not less than twenty-five per cent in aggregate principal amount of all the Notes then outstanding hereunder (voting as one class), by notice in writing to the Company (and to the Trustee if given by holders of Notes), may declare the principal of all the Notes not already due and payable (or, with respect to Discount Notes, the Amortized Face Amount thereof or such other amount as may be specified in the terms of such Notes) to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, any provision in this Indenture or in the Notes to the contrary notwithstanding. The foregoing provisions, however, are subject to the conditions that if, at any time after the principal of the Notes of any one or more or all series, as the case may be, shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest, if any, due upon all the Notes of such series or of all the Notes, as the case may be, and the principal of all Notes of such series or of all the Notes, as the case may be (or, with respect to Discount Notes, the Amortized Face Amount thereof or such other amount as may be specified in the terms of such Notes), which shall have become due otherwise than by acceleration (with interest, if any, upon such principal) and, to the extent that payment of such interest is enforceable under applicable law, on overdue

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installments of interest, if any, at the same rate as the rate of interest specified in the applicable Notes, as the case may be (or, with respect to Discount Notes at the rate specified or provided for in the terms of such Notes for interest on overdue principal thereof upon maturity, redemption or acceleration of such series, as the case may be), to the date of such payment or deposit, and such amount as shall be payable to the Trustee pursuant to Section 7.06, and any and all defaults under the Indenture applicable to the Notes of such series (or all of the Notes, as the case may be) shall have been remedied, then and in every such case the holders of a majority in aggregate principal amount of the Notes of such series (or of all the Notes, as the case may be) then outstanding, by written notice to the Company and to the Trustee, may waive all defaults with respect to that series or with respect to all Notes, as the case may be, and rescind and annul such declaration and its consequences; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon. If the principal of all Notes shall have been declared to be payable pursuant to this Section 6.01, in determining whether the holders of a majority in aggregate principal amount thereof have waived all defaults and rescinded and annulled such declaration, all series of Notes shall be treated as a single class and the principal amount of Discount Notes shall be deemed to be the amount declared payable under the terms applicable to such Discount Notes.

In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission and annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the Trustee and the Noteholders, as the case may be, shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company, the Trustee and the Noteholders, as the case may be, shall continue as though no such proceedings had been taken.

SECTION 6.02 PAYMENT OF NOTES ON DEFAULT; SUIT THEREFOR. The Company covenants that (1) in case default shall be made in the payment of any installment of interest on any of the Notes of any series, as and when the same shall become due and payable, and such default shall have continued for a period of thirty days or (2) in case default shall be made in the payment of the principal of any of the Notes of any series, as and when the same shall have become due and payable, whether upon maturity of such Notes or upon redemption or upon declaration or otherwise, then upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of such Notes, the whole amount that then shall have become due and payable on all such Notes of such series for principal or interest, if any, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest, if any, at the same rate as the rate of interest specified or provided for in such Notes (or, with respect to Discount Notes, at the rate specified in the terms of such Notes for interest on overdue principal thereof upon maturity, redemption or acceleration); and, in addition thereto, such further amounts as shall be payable to the Trustee pursuant to Section 7.06.

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In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon such Notes and collect in the manner provided by law out of the property of the Company or other obligor upon such Notes wherever situated the moneys adjudged or decreed to be payable.

In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor upon Notes of any series under Title 11 of the United States Code or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Company or such other obligor, or in case of any other judicial proceedings relative to the Company or such other obligor, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of any Notes of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal (or, with respect to Discount Notes, the Amortized Face Amount thereof or such other portion of the principal amount as may be specified in the terms of that series) and interest, if any, owing and unpaid in respect of the Notes of such series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee under Section 7.06 and of the holders of Notes of such series allowed in any such judicial proceedings relative to the Company or other obligor upon the Notes of such series, or to the creditors or property of the Company or such other obligor, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the holders of such series and of the Trustee on their behalf; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Notes of such series to make payments to the Trustee and, in the event that the Trustee shall consent to the making of payments directly to such holders of Notes of such series, to pay to the Trustee such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or bad faith.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any holder thereof, or to authorize the Trustee to vote in respect of the claim of any holder in any such proceeding.

All rights of action and of asserting claims under this Indenture, or under any of the Notes of any series may be enforced by the Trustee without the possession of any of such Notes, or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own

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name and as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the holders of the Notes of such series.

In case of an Event of Default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

SECTION 6.03 APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys collected by the Trustee pursuant to Section 6.02 with respect to a series of Notes shall be applied in the order following, at the date or dates fixed by the Trustee and, in the case of the distribution of such moneys on account of principal or interest, if any, upon presentation of the several Notes of such series, as the case may be, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid:

FIRST: To the payment of amounts payable to the Trustee pursuant to Section 7.06;

SECOND: In case the principal of the Notes in respect of which moneys have been collected shall not have become due, to the payment of interest, if any, on the Notes of such series in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest, if any, specified or provided for in the Notes of such series (or, with respect to Discount Notes, at the rate specified in the terms of such Notes for interest on overdue principal thereof upon maturity, redemption or acceleration), such payments to be made ratably to the persons entitled thereto, without discrimination or preference; and

THIRD: In case the principal of the Notes in respect of which moneys have been collected shall have become due, by acceleration or otherwise, to the payment of the whole amount then owing and unpaid upon the Notes of such series for principal, interest, if any, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest, if any, at the same rate as the rate of interest specified in the Notes of such series (or, with respect to Discount Notes, at the rate specified or provided for in the terms of such Notes for interest on overdue principal thereof upon maturity, redemption or acceleration); and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Notes of such series, then to the payment of such principal, interest, if any, without preference or priority of principal over interest, if any, or of interest, if any, over principal, or of any installment of interest over any other installment of interest or of any Note of such series over any other Note of such series, ratably to the aggregate of such principal and accrued and unpaid interest, if any.

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SECTION 6.04 PROCEEDINGS BY NOTEHOLDERS. No holder of any Note of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceedings at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (a) such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore provided; (b) the holders of not less than twenty-five percent in aggregate principal amount of the Notes of such series then outstanding shall have made written request upon the Trustee to institute such action or proceedings in its own name as trustee hereunder; (c) such holder or holders shall have offered to the Trustee such indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby; (d) the Trustee for sixty days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceedings; and (e) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the taker and holder of every Note with every other taker and holder and the Trustee, that no one or more holders of Notes of any series, shall have any right in any manner whatever by virtue or by availing himself of any provision of this Indenture to affect, disturb or prejudice the rights of any other holder of Notes of such series, or to obtain or seek to obtain priority over or preference to any other such holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Notes of such series. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Note to receive payment of the principal of and interest, if any, on such Note, on or after the respective due dates expressed or provided for in such Note, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such holder. With respect to Discount Notes, principal shall mean the Amortized Face Amount thereof or such other amount as shall be due and payable as specified in the terms of the Notes.

SECTION 6.05 REMEDIES CUMULATIVE AND CONTINUING. All powers and remedies given by this Article Six to the Trustee or to the holders of Notes shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustee or such holders, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any holder of any of the Notes, if any, to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article Six or by law to the Trustee or to such holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by such holders.

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SECTION 6.06 DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULT. The holders of a majority in aggregate principal amount of the Notes of any or all series affected (voting as one class) at the time outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Notes of such series; provided, however, that (subject to the provisions of Section 7.01) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action or proceedings so directed may not lawfully be taken or shall be in conflict with this Indenture or if the Trustee in good faith by its board of directors or executive committee or a trust committee of directors or trustees and/or a responsible officer shall determine that the action or proceedings so directed would involve the Trustee in personal liability.

Prior to any declaration accelerating the maturity of the Notes of any series, the holders of a majority in aggregate principal amount of the Notes of such series at the time outstanding may on behalf of the holders of all of the Notes of such series waive any past default or Event of Default hereunder and its consequences except a default in the payment of principal of or interest, if any, on any Notes of such series. Upon any such waiver the Company, the Trustee and the holders of the Notes of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 6.06, said default or Event of Default shall for all purposes of the Notes of such series and this Indenture be deemed to have been cured and to be not continuing.

SECTION 6.07 NOTICE OF DEFAULTS. The Trustee shall, within ninety days after the occurrence of a default with respect to any series of Notes, give to the holders of Notes of such series notice of all defaults known to a responsible officer of the Trustee in the manner set forth in Section 1.02 and also by mail in the manner and to the extent provided in Section 313 (c) of the Trust Indenture Act of 1939 with respect to reports pursuant to Section 5.04(a), unless such defaults shall have been cured before the giving of such notice (the term “default” or “defaults” for the purposes of this Section being hereby defined to be any event or events, as the case may be, specified in clauses (a), (b), (c), (d) and (e) of Section 6.01, not including periods of grace, if any, provided for therein and irrespective of the giving of the notice specified in clause (c) of Section 6.01); provided that, except in the case of default in the payment of the principal of or interest, if any, on any of the Notes of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors or executive committee or a trust committee of directors or trustees and/or responsible officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the holders of Notes of such series.

SECTION 6.08 UNDERTAKING TO PAY COSTS. All parties to this Indenture agree, and each holder of any Note by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the

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Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any holder of Notes of any series, or group of such holders, holding in the aggregate more than ten percent in principal amount of the Notes of such series outstanding, or to any suit instituted by any holder of Notes of such series appertaining thereto, for the enforcement of the payment of the principal of or interest, if any, on any Note on or after the due date expressed or provided for in such Note.

ARTICLE SEVEN

CONCERNING THE TRUSTEE

SECTION 7.01 DUTIES AND RESPONSIBILITIES OF TRUSTEE. The Trustee, prior to the occurrence of an Event of Default of which a responsible officer has knowledge with respect to Notes of a particular series and after the curing of all Events of Default with respect to Notes of such series which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to Notes of a particular series has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(a) prior to the occurrence of an Event of Default with respect to a particular series and after the curing of all Events of Default with respect to Notes of such series which may have occurred:

(1) the duties and obligations of the Trustee with respect to Notes of such series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to

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examine the same to determine whether or not they conform to the requirements of this Indenture;

(b) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer or officers, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of Notes pursuant to Section 6.06 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and

(d) No provision of this Indenture shall be construed as requiring the Trustee to expend or risk its own funds or otherwise to incur any personal financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it.

Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

SECTION 7.02 RELIANCE ON DOCUMENTS, OPINIONS, ETC. Subject to the provisions of Section 7.01:

(a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Company Order; and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;

(c) the Trustee may consult with counsel and the written advice of counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance with such written advice or Opinion of Counsel;

(d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby;

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(e) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company pertaining to the Notes, personally or by agent or attorney;

(f) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and

(g) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

SECTION 7.03 NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained herein and in the Notes other than the Trustee’s certificate of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes provided that the Trustee shall not be relieved of its duty to authenticate Notes only as authorized by this Indenture. The Trustee shall not be accountable for the use or application by the Company of Notes or the proceeds thereof.

SECTION 7.04 OWNERSHIP OF NOTES. The Trustee, or any agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not Trustee or an agent of the Company or of the Trustee.

SECTION 7.05 MONEYS TO BE HELD IN TRUST. Subject to the provisions of Section 13.04 hereof, all moneys received by the Trustee or any Paying Agent shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. Neither the Trustee nor any Paying Agent shall be under any liability for interest on any moneys received by it hereunder except such as it may agree with the Company to pay thereon. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such moneys shall be paid from time to time upon the written order of the Company, signed by an Authorized Officer.

SECTION 7.06 COMPENSATION AND EXPENSES OF TRUSTEE. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation, and, except as otherwise expressly provided, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in

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accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but not obligated) to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company also covenants to indemnify the Trustee, its officers, directors and employees for, and to hold them harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on the part of the Trustee or such officer, director and employee arising out of or in connection with the acceptance or administration of this trust or the performance of their duties hereunder, including the reasonable costs and expenses of defending themselves against any claim of liability in the premises. The obligations of the Company under this Section to compensate the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the resignation or removal of the Trustee and/or the termination, satisfaction or discharge of the Indenture. The Trustee shall have a lien prior to the Notes upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 7.06, except with respect to funds held in trust for the benefit of the Holders of particular Notes.

SECTION 7.07 OFFICER’S CERTIFICATE AS EVIDENCE. Subject to the provisions of Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

SECTION 7.08 CONFLICTING INTEREST OF TRUSTEE. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act of 1939, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act or 1939 and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Notes of more than one series.

SECTION 7.09 ELIGIBILITY OF TRUSTEE. There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States or of any State or Territory thereof or of the District of Columbia, which (a) is authorized under such laws to exercise corporate trust powers and (b) is subject to supervision or examination by Federal, State, Territorial or District of

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Columbia authority and (c) shall have at all times a combined capital and surplus of not less than $100,000,000. If such corporation publishes reports of condition at least annually, pursuant to law, or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation at any time shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Neither the Company nor any person directly or indirectly controlling, controlled by or under common control with the Company shall serve as Trustee for the Notes of any series issued hereunder. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10.

SECTION 7.10 RESIGNATION OR REMOVAL OF TRUSTEE.

(a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Notes, or in the case of a Trustee serving as Trustee only for one or more Tranche(s) of Notes, with respect to such Tranche(s) of Notes, by giving written notice of resignation to the Company. Upon receiving such notice of resignation the Company shall promptly appoint a successor trustee with respect to the applicable series of Notes or Tranche(s) by written instrument, in duplicate, executed by order of the Board of Directors of the Company or pursuant to a Company Order, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within thirty days after the receipt of such notice of resignation by the Company, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any holder of Notes who has been a bona fide holder of a Note or Notes of the applicable series or Tranche(s) for at least six months may subject to the provisions of Section 6.08, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b) In case at any time any of the following shall occur:

(1) the Trustee shall fail to comply with the provisions of Section 7.08 with respect to any series or Tranche(s) of Notes after written request therefor by the Company or by any Noteholder who has been a bona fide holder of a Note or Notes of such series or Tranche(s) for at least six months, or

(2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 with respect to any series or Tranche(s) of Notes and shall fail to resign after written request therefor by the Company or by any such Noteholder, or

(3) the Trustee shall become incapable of acting with respect to any series or Tranche of Notes, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer

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shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, the Company may remove the Trustee with respect to the applicable series or Tranche(s) of Notes and appoint a successor trustee with respect to such series or Tranche(s) by written instrument, in duplicate, executed by order of the Board of Directors of the Company or pursuant to a Company Order, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.08, any Noteholder of such series who has been a bona fide holder of a Note or Notes of the applicable series or Tranche(s) for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series or Tranche(s). Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

(c) The holders of a majority in aggregate principal amount of the Notes of all series (voting as one class) at the time outstanding may at any time remove the Trustee with respect to Notes of all series and appoint a successor trustee with respect to the Notes of all series.

(d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.

(e) The Trustee shall be paid all amounts owed to it upon its removal or resignation.

SECTION 7.11 ACCEPTANCE BY SUCCESSOR TRUSTEE. Any successor trustee appointed as provided in Section 7.10 shall execute, acknowledge and deliver to the Company and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series or Tranches shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as Trustee herein; but, nevertheless, on the written request of the Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon request of any such successor trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, remain the beneficiary of the lien of the Trustee pursuant to the provisions of Section 7.06.

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In case of the appointment hereunder of a successor trustee with respect to the Notes of one or more (but not all) series or Tranches of a series, the Company, the predecessor Trustee and each successor trustee with respect to the Notes of any applicable series or Tranche shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Notes of any series or Tranche as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such trustee. The Trustee shall not be liable for the acts or omissions of any successor trustee.

No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 7.08 and eligible under the provisions of Section 7.09.

Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall give notice of the succession of such trustee hereunder to all holders of Notes of any applicable series or Tranche in the manner provided in Section 1.02. If the Company fails to give such notice in the prescribed manner within ten days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be so given at the expense of the Company.

SECTION 7.12 SUCCESSOR BY MERGER, ETC. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be qualified under the provisions of Section 7.08 and eligible under the provisions of Section 7.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes.

SECTION 7.13 LIMITATIONS ON RIGHTS OF TRUSTEE AS CREDITOR. The Trustee shall comply with Section 311(a) of the Trust Indenture Act of 1939.

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ARTICLE EIGHT

CONCERNING THE NOTEHOLDERS

SECTION 8.01 ACTION BY NOTEHOLDERS. Whenever in this Indenture it is provided that the holders of a specified percentage in aggregate principal amount of the Notes of any or all series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or proxy appointed in writing, or (b) by the record of the holders of Notes voting in favor thereof at any meeting of Noteholders duly called and held in accordance with the provisions of Article Nine, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Noteholders.

In determining whether the holders of a specified percentage in aggregate principal amount of the Notes have taken any action (including the making of any demand or request, the waiving of any notice, consent or waiver or the taking of any other action), the principal amount of any Discount Note that may be counted in making such determination and that shall be deemed to be outstanding for such purposes shall be equal to the Amortized Face Amount thereof or such other amount of the principal thereof that could be declared to be due and payable upon an Event of Default pursuant to the terms of such Discount Note at the time the taking of such action is evidenced to the Trustee.

SECTION 8.02 PROOF OF EXECUTION BY NOTEHOLDERS. Subject to the provisions of Sections 7.01, 7.02 and 9.05, proof of the execution of any instrument by a Noteholder or its agent or proxy shall be sufficient if made in accordance with this Section 8.02. The fact and date of the execution by any such person of any instrument may be proved by the certificate of any notary public, or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths, that the person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer or by a certificate of any officer of any trust company, bank, banker or recognized securities dealer, satisfactory to the Trustee, who witnessed such execution or in any other manner satisfactory to the Trustee. If such execution is by an officer of a corporation, association or trust, a trustee of a trust or a member of a partnership on behalf of such corporation, association, trust or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority.

The ownership of the Notes shall be proved by the Note Register or by a certificate of the Note Registrar.

The record of any Noteholders’ meeting shall be proved in the manner provided in Section 9.06.

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SECTION 8.03 WHO ARE DEEMED ABSOLUTE OWNERS. The Company, the Trustee and any agent of the Company or of the Trustee may deem the holder of any Note to be, and may treat him as, the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon), for the purpose of receiving payment of or on account of the principal of and interest (subject to Section 2.03) on such Note and for all other purposes; and neither the Company nor the Trustee nor any agent of the Company or of the Trustee shall be affected by any notice to the contrary. All such payments so made to any holder for the time being, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Note.

SECTION 8.04 COMPANY-OWNED NOTES DISREGARDED. In determining whether the holders of the required aggregate principal amount of Notes have concurred in any direction, consent or waiver under this Indenture, Notes which are owned by the Company or any other obligor on the Notes, or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Notes which a responsible officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

SECTION 8.05 REVOCATION OF CONSENTS; FUTURE NOTEHOLDERS BOUND. At any time prior to the taking of any action by the holders of the percentage in aggregate principal amount of the Notes specified in this Indenture in connection with such action, any holder of a Note the identifying number of which is shown by the evidence to be included in the Notes the holders of which have consented to such action may, by filing written notice with the Trustee at its office and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Note. Except as aforesaid any such action taken by the holder of any Note shall be conclusive and binding upon such holder and upon all future holders and owners of such Note and of any Note issued in exchange or substitution therefor or upon registration of transfer thereof irrespective of whether or not any notation in regard thereto is made upon such Note. Any action taken by the holders of the percentage in aggregate principal amount of the Notes specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the holders of all the Notes of each series affected thereby.

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ARTICLE NINE

NOTEHOLDERS’ MEETINGS

SECTION 9.01 PURPOSES OF MEETINGS. A meeting of Noteholders of any or all series or Tranches within a series may be called at any time and from time to time pursuant to the provisions of this Article for any of the following purposes:

(1) to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to waive any default or Event of Default hereunder and its consequences, or to take any other action authorized to be taken by Noteholders pursuant to any of the provisions of Article Six;

(2) to remove the Trustee and appoint a successor trustee pursuant to the provisions of Article Seven;

(3) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or

(4) to take any other action authorized to be taken by or on behalf of the holders of any specified aggregate principal amount of the Notes of any or all series or Tranches of a series, as the case may be, under any other provision of this Indenture or under applicable law.

SECTION 9.02 CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time call a meeting of Noteholders of any or all series or Tranches of a series to take any action specified in Section 9.01, to be held at such time and at such place in New York City as the Trustee shall determine. Notice of every meeting of the Noteholders of any or all series or Tranches of a series, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 1.02, not less than twenty nor more than one hundred and eighty days prior to the date fixed for the meeting.

SECTION 9.03 CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS. In case at any time the Company, pursuant to a Board Resolution or a Company Order, or the holders of at least twenty-five percent in aggregate principal amount of the Notes of any or all series or Tranches of a series, as the case may be, then outstanding, shall have requested the Trustee to call a meeting of Noteholders of any or all series or Tranches of a series to take any action authorized in Section 9.01, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed notice of such meeting within thirty days after receipt of such request, then the Company or the holders of such Notes in the amount above specified may determine the time and the place for such meeting and may call such meeting for such purposes by giving notice thereof as provided in Section 9.02.

SECTION 9.04 QUALIFICATION FOR VOTING. To be entitled to vote at any meeting of Noteholders a person shall be a holder of one or more Notes of a series or Tranches of a series with respect to which a meeting is being held or a person appointed by an instrument in writing as proxy by such a holder. The only persons who

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shall be entitled to be present or to speak at any meeting of the Noteholders shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

SECTION 9.05 REGULATIONS. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Noteholders, in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit.

The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Noteholders as provided in Section 9.03, in which case the Company or the Noteholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the holders of a majority in principal amount of the Notes represented at the meeting and entitled to vote.

Subject to the provisions of Sections 8.01 and 8.04, at any meeting each Noteholder or proxy shall be entitled to one vote for each $1,000 principal amount of Notes held or represented by him, provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote except as a Noteholder or proxy. Any meeting of Noteholders duly called pursuant to the provisions of Section 9.02 or 9.03 may be adjourned from time to time, and the meeting may be held as so adjourned without further notice.

SECTION 9.06 VOTING. The vote upon any resolution submitted to any meeting of Noteholders shall be by written ballot on which shall be subscribed the signatures of the Noteholders or proxies and on which shall be inscribed the identifying number or numbers or to which shall be attached a list of identifying numbers of the Notes held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Noteholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 9.02. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.

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Any record so signed and verified shall be conclusive evidence of the matters therein stated.

ARTICLE TEN

SUPPLEMENTAL INDENTURES.

SECTION 10.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS. The Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939) for one or more of the following purposes:

(a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Eleven hereof;

(b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection of the holders of Notes or the holders of one or more series of Notes or Tranches within a series of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default with respect to Notes of any or all series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, with such period of grace, if any, and subject to such conditions as such supplemental indenture may provide;

(c) to add to or change any of the provisions of this Indenture to provide for the issuance under this Indenture of Notes, whether or not then outstanding, in bearer form, to add, modify or eliminate any restrictions on the payment of principal of Notes in registered form, and to provide for exchangeability of such Notes with Notes issued hereunder and to make all appropriate changes for such purpose to permit or facilitate the issuance of Notes in uncertificated form, provided any such action shall not adversely affect the interests of the holders of Notes of any series in any material respect;

(d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; to add an obligor or guarantor on the Notes or on any series or Tranche within a series of Notes; or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of the holders of the Notes in any material respect;

(e) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Notes of one or more series or Tranches within a series and to add or change any provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to Section 7.11;

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(f) to change or eliminate any provision of this Indenture, provided that any such change or elimination (i) shall become effective only when there is no Note outstanding of any series or Tranche within a series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or (ii) shall not apply to any Note outstanding;

(g) to establish the form or terms of Notes of any series or Tranche within a series as permitted by Sections 2.01 and 2.06;

(h) to make any other provisions with respect to matters or questions arising under this Indenture which shall not adversely affect the interests of the holders of Notes of any series or Tranche within a series in any material respect.

The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02. Any request by the Company for the execution by the Trustee of a supplemental indenture under this Section shall be accompanied either (i) by a Company Order or (ii) by a copy of a Board Resolution certified by the Secretary or an Assistant Secretary authorizing the execution of such supplemental indenture, provided that any supplemental indenture described in Section 10.02(a) shall be accompanied by a Board Resolution of the successor Company authorizing the execution of such supplemental indenture.

SECTION 10.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS. With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Notes of all series, or Tranches within a series, at the time outstanding affected by such supplemental indenture (voting as one class), the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Notes of each such series or Tranche within a series; provided that no such supplemental indenture shall (i) change the fixed maturity of any Notes, or reduce the principal amount thereof or reduce the rate or extend the time of payment of any interest thereon, without the consent of the holder of each Note so affected, (ii) impair the right to institute enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption or repayment, on or after the redemption or repayment date therefor), without the consent of the holder of

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each Note so affected or (iii) reduce the aforesaid percentage of Notes, the consent of the holders of which is required for any such supplemental indenture, or the percentage required for the consent of the holders pursuant to Sections 6.01 and 6.06 to waive defaults, without the consent of the holder of each Note so affected.

Upon the request of the Company, accompanied either (i) by a Company Order or (ii) by a copy of a Board Resolution certified by the Secretary or an Assistant Secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

It shall not be necessary for the consent of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall give notice thereof in the manner provided in Section 1.02, setting forth in general terms the substance of such supplemental indenture. Any failure of the Company so to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

SECTION 10.03 COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL INDENTURES. Any supplemental indenture executed pursuant to the provisions of this Article Ten shall comply with the Trust Indenture Act of 1939. Upon the execution of any supplemental indenture pursuant to the provisions of this Article Ten, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of Notes shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

The Trustee, subject to the provisions of Sections 7.01 and 7.02, may receive an Opinion of Counsel as conclusive evidence that any such supplemental indenture complies with the provisions of this Article Ten.

SECTION 10.04 NOTATION ON NOTES. Notes of any series or Tranche within a series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article Ten may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. New Notes of any series or Tranche so modified as to conform, in the opinion of the Trustee and an Authorized Officer, to any modification of this Indenture contained in any

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such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered, without charge to the Noteholders, in exchange for the Notes of such series then outstanding.

ARTICLE ELEVEN

CONSOLIDATION, MERGER, SALE OR CONVEYANCE.

SECTION 11.01 COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. The Company covenants that it will not merge or consolidate with any other corporation or sell, assign, transfer, lease or convey all or substantially all of its assets to any person unless (i) either (A) the Company shall be the continuing corporation in any such merger or consolidation, or (B) the successor corporation (if other than the Company) in any such merger or consolidation, or the entity to which all or substantially all of the Company’s assets have been sold, assigned, transferred, leased or conveyed, shall expressly assume the due and punctual payment of the principal of and any interest on all the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such corporation and (ii) the Company or such successor corporation or other entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in the performance of any such covenant or condition, and there shall be no event resulting therefrom which, after notice or the lapse of time or both, would become an Event of Default under this Indenture.

SECTION 11.02 SUCCESSOR CORPORATION TO BE SUBSTITUTED FOR COMPANY. In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance and upon any such assumption by the successor corporation, or the entity to which all or substantially all of the Company’s assets have been sold, assigned, transferred, leased or conveyed, such successor corporation or other entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and thereafter, except in the case of a lease, the predecessor corporation or entity shall be relieved of all obligations and covenants under this Indenture and the Notes. Such successor corporation or other entity thereupon may cause to be signed, and may issue either in its own name or in the name of John Hancock Life Insurance Company, any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation or other entity, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Notes, so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes, if any, theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, assignment, transfer, lease or conveyance such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.

SECTION 11.03 OPINION OF COUNSEL TO BE GIVEN TRUSTEE. The Trustee, subject to the provisions of Sections 7.01 and 7.02, may receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, complies with the provisions of this Article Eleven.

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ARTICLE TWELVE

LIMITATIONS ON LIENS

SECTION 12.01 LIMITATIONS ON LIENS. The Company shall not create, assume or incur any Secured Indebtedness, other than Permitted Secured Indebtedness, without making provision whereby all the Notes shall be secured equally and ratably with (or prior to) such Secured Indebtedness (together with, if the Company shall so determine, any other Indebtedness of the Company then existing or thereafter created which is not subordinate to the Notes) so long as such Secured Indebtedness shall be outstanding.

ARTICLE THIRTEEN

SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS

SECTION 13.01 DISCHARGE OF INDENTURE. If at any time (a) the Company shall have delivered to the Trustee for cancellation all Notes of any series, or Tranche within a series, theretofore authenticated (other than any Notes of such series or Tranche appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (b) all such Notes of such series or Tranche not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit or cause to be deposited with the Trustee as trust funds the entire amount (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 13.04) sufficient to pay at maturity or upon redemption all Notes of such series or Tranche not theretofore delivered to the Trustee for cancellation, including principal and interest, if any, due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series or Tranche, then this Indenture shall cease to be of further effect with respect to the Notes of such series or Tranche (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, on demand of and at the cost and expense of the Company and subject to Section 15.04, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes of such series or Tranche. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the Notes of such series or Tranche.

SECTION 13.02 DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE. All moneys deposited with the Trustee pursuant to Section 13.01 and the proceeds of any obligations or Funding Agreements deposited with the Trustee pursuant to Section 13.01 or 13.05 shall be held in trust and applied by it to the payment, either directly or through any Paying Agent (including the Company if acting as its own Paying Agent), to the holders of the particular Notes for the payment or redemption of which

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such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest, if any.

SECTION 13.03 PAYING AGENT TO REPAY MONEYS HELD. In connection with the satisfaction and discharge of this Indenture with respect to Notes of any series or Tranche, all moneys with respect to such Notes then held by any Paying Agent under the provisions of this Indenture shall, upon demand of the Company, be repaid to it or paid to the Trustee and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

SECTION 13.04 RETURN OF UNCLAIMED MONEYS. Any moneys deposited with or paid to the Trustee or any Paying Agent for the payment of the principal of or interest, if any, on any Note and not applied but remaining unclaimed for two years after the date upon which such principal or interest, if any, shall have become due and payable, shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Company by the Trustee or such Paying Agent on demand, and the holder of such Note shall thereafter look only to the Company for any payment which such holder may be entitled to collect and all liability of the Trustee or any Paying Agent with respect to such moneys shall thereupon cease.

SECTION 13.05 SATISFACTION, DISCHARGE AND DEFEASANCE OR COVENANT DEFEASANCE OF NOTES OF ANY SERIES. The provisions of this Section 13.05 shall be applicable except as otherwise specified for Notes of a particular series or Tranche within a series in accordance with Section 2.01(13). At the Company’s option, either (a) the Company shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Notes of any such series or Tranche and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of such indebtedness or (b) the Company shall cease to be under any obligation to comply with respect to such series or Tranche with any term, provision, condition or covenant in Article Eleven or Article Twelve of this Indenture and any other term, provision, condition or covenant specified with respect to such series or Tranche as contemplated by Section 2.01(13), and the applicable series or Tranche of Notes shall cease to be deemed outstanding for purposes of any waiver, consent or direction relating to any such term, provision, condition or covenant (a “covenant defeasance”), when

(1) (A) with respect to all outstanding Notes of such series or Tranche, either:

(i) the Company has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount (in such currency in which such outstanding Notes are then specified as payable at stated maturity) sufficient to pay and discharge the entire indebtedness of all outstanding Notes of such series or Tranche for principal and interest,

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if any, to the Stated Maturity or any Redemption Date established in accordance with this Section 13.05, as the case may be; or

(ii) the Company has deposited or caused to be deposited with the Trustee as obligations in trust for the purpose such amount of direct noncallable obligations of, or noncallable obligations the payment of principal of and interest on which is fully guaranteed by, the United States of America, or to the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged, maturing as to principal and interest in such amounts and at such times as will, together with the income to accrue thereon (but without reinvesting any proceeds thereof) and any funds or Funding Agreements deposited under clause (i) or (iii) hereof, respectively, be sufficient to pay and discharge the entire indebtedness on all outstanding Notes of such series or Tranche for principal and interest, if any, to the Stated Maturity or any Redemption Date established in accordance with this Section 13.05, as the case may be; or

(iii) the Company has (a) deposited or caused to be deposited with the Trustee Funding Agreements of the Company providing for, together with funds, if any, deposited under clause (i) and obligations, if any, deposited under clause (ii), the payment to the Trustee of the entire indebtedness on all outstanding Notes of such series or Tranche for principal and interest, if any, to the Stated Maturity or any Redemption Date established in accordance with this Section 13.05, as the case may be and (b) delivered to the Trustee an Opinion of Counsel to the effect that such Funding Agreements have been duly authorized and validly issued by the Company in accordance with applicable insurance laws, are binding and enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency and similar laws), constitute Funding Agreements within the meaning of Section 1321 of Chapter 175 of the Massachusetts General Laws (or any successor statute) and in the event of the insolvency of the Company, the claim of the Trustee for payment pursuant to the terms of such Funding Agreements would rank pari passu with the claims of policyholders of the Company and ahead of the claims of general unsecured creditors of the Company, including the claims of holders of the Notes;

(B) the Company has properly fulfilled such other terms and conditions to the satisfaction and discharge as is specified, as contemplated by Section 2.01, as applicable to the Notes of such series, and

(2) The Company has paid or caused to be paid all other sums payable with respect to the outstanding Notes of such series or Tranche (other than future Additional Amounts, if any), and

(3) The Company has delivered to the Trustee an Opinion of Counsel to the effect that the holders of the outstanding Notes of such series or Tranche will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge or covenant defeasance, as applicable, and will be subject to Federal income tax on the same amounts and in the same manner and at the

60

same times, as would have been the case if such deposit, defeasance and discharge or covenant defeasance, as applicable, had not occurred, and

(4) The Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all outstanding Notes of any such series or Tranche or to the covenant defeasance of all outstanding Notes of such series or Tranche, as applicable, have been complied with.

Any deposits with the Trustee referred to in Section 13.05(1)(A) above shall be irrevocable and shall be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee. If any outstanding Notes of such series or Tranche are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement or otherwise, the applicable escrow trust agreement shall provide therefor and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

The Trustee shall have the right (but not the obligation) to require the Company to deliver to the Trustee the certification of a nationally recognized firm of independent public accountants, or other evidence satisfactory to the Trustee, as to the sufficiency of the deposits made by the Company pursuant to Section 13.05(1)(A) above to provide for the applicable payments specified in such Section 13.05(1)(A).

Unless otherwise provided in any Issuance Order or supplemental indenture pertaining to a series of Notes, or Tranche within a series of Notes, with respect to which the Company is obligated to pay Additional Amounts, the Company’s obligation to pay such Additional Amounts, and the Company’s redemption rights under Section 3.03 of this Indenture, shall survive any defeasance pursuant to this Section 13.05.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the obligations deposited pursuant to Section 13.05(1)(A)(ii) or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the holders of outstanding Notes.

Notwithstanding any covenant defeasance with respect to Article Eleven, any corporation or person that otherwise would have been required to assume the obligations of the Company pursuant to said Article shall be required, unless otherwise agreed by the Company or such corporation or person and the Trustee, as a condition to any merger, consolidation, sale, assignment, transfer, lease or conveyance contemplated thereby, to assume the obligations of the Company to the Trustee under Section 7.06 and the immediately preceding paragraph.

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ARTICLE FOURTEEN

IMMUNITY OF INCORPORATORS,

STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 14.01 INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Note, or because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Notes by the holders thereof and as part of the consideration for the issue of the Notes.

ARTICLE FIFTEEN

MISCELLANEOUS PROVISIONS

SECTION 15.01 BENEFITS OF INDENTURE RESTRICTED TO PARTIES AND HOLDERS. Nothing in this Indenture or in the Notes, expressed or implied, shall give or be construed to give to any person, other than the parties hereto and their successors and the holders of the Notes, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the holders of the Notes.

SECTION 15.02 PROVISIONS BINDING ON COMPANY’S SUCCESSORS. All the covenants, stipulations, promises and agreements in this Indenture contained by or in behalf of the Company shall bind its successors and assigns, whether so expressed or not.

SECTION 15.03 ADDRESSES FOR NOTICES, ETC. Except as otherwise specifically provided for in the Indenture, any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the holders of Notes to or on the Company may be given or served by being deposited postage prepaid first class mail in a post office letter box addressed (until another address is filed by the Company with the Trustee), as follows: John Hancock Life Insurance Company, Attention: Corporate Secretary, John Hancock Place, 200 Clarendon Street, P.O. Box 111, Boston, Massachusetts 02117. Except as otherwise specifically provided for in the Indenture, any notice, direction, request or demand by any Noteholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee, which as of the date of this Indenture is JPMorgan Chase Bank, 450 West 33rd Street, 15th Floor, New York, NY 10001, Attention: Institutional Trust Services.

SECTION 15.04 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the

62

Trustee an Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished.

Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture (other than the certificate required by Section 5.03(c) shall include (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

SECTION 15.05 LEGAL HOLIDAYS. Unless otherwise specified in an Issuance Order, supplemental indenture or Note, in any case where the date of maturity of any interest or Additional Amounts or principal of any Note or the date fixed for redemption of any Note shall not be a Business Day in the Place of Payment, then payment of any interest or Additional Amounts or principal of such Notes, need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date.

SECTION 15.06 TRUST INDENTURE ACT TO CONTROL. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision included in this Indenture by operation of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939 (an “incorporated provision”), such incorporated provision shall control.

SECTION 15.07 EXECUTION IN COUNTERPARTS. This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 15.08 NEW YORK CONTRACT. This Indenture and each Note shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of said State, regardless of the laws that might otherwise govern under applicable New York principles of conflicts of law and except as may otherwise be required by mandatory provisions of law.

63

SECTION 15.09 SEVERABILITY OF PROVISIONS. Any prohibition, invalidity or unenforceability of any provision of this Indenture in any jurisdiction shall not invalidate or render unenforceable the remaining provisions hereto in such jurisdiction and shall not invalidate or render unenforceable such provisions in any other jurisdiction.

SECTION 15.10 COMPANY RELEASED FROM INDENTURE REQUIREMENTS UNDER CERTAIN CIRCUMSTANCES. Whenever in this Indenture the Company shall be required to do or not to do anything so long as any of the Notes of any series shall be outstanding, the Company shall, notwithstanding any such provision, not be required to comply with such provisions if it shall be entitled to have this Indenture satisfied and discharged pursuant to the provisions hereof, even though in either case the holders of any of the Notes of that series shall have failed to present and surrender them for payment pursuant to the terms of this Indenture.

JPMorgan Chase Bank hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

IN WITNESS WHEREOF, JOHN HANCOCK LIFE INSURANCE COMPANY has caused this Indenture to be signed and acknowledged by one of its Senior Vice Presidents or one of its Vice Presidents, and its corporate seal to be affixed hereunto, and the same to be attested by its Secretary or an Assistant Secretary; and JPMorgan Chase Bank has caused this Indenture to be signed, and its corporate seal to be affixed hereunto, and the same to be attested by its duly authorized officers, all as of the day and year first above written.

		JOHN HANCOCK LIFE INSURANCE COMPANY
[Corporate Seal]
		By:	/s/ Ronald J. McHugh
Attest:	/s/ Antoniette Ricci	Name:	Ronald J. McHugh
	Antoniette Ricci	Title:	Vice President
	Assistant Secretary

		JPMORGAN CHASE BANK
[Corporate Seal]
		By:	/s/ Joanne Adamis
Attest:	/s/ Nicholas Sberlati	Name:	Joanne Adamis
	Nicholas Sberlati	Title:	Vice President
	Trust Officer

64

COMMONWEALTH OF MASSACHUSETTS	)
	)	SS.
SUFFOLK COUNTY	)

On the 25th day of June, 2002, before me personally came Ronald J. McHugh, to me known, who, being by me duly sworn, did depose and say that he resides at 5 Heather Lane, Southborough, MA 01772; that he is a Vice President of JOHN HANCOCK LIFE INSURANCE COMPANY, one of the parties described in and which executed the above instruments; that he knows the corporate seal of said Company; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said Company and that he signed his name thereto by like authority.

[Notarial Seal]

/s/ Robin A. Kaufman

Notary Public

My Commission expires October 8, 2004

STATE OF NEW YORK	)
	)	SS.
COUNTY OF NEW YORK	)

On the 26th day of June, 2002, before me personally came Joanne Adamis, to me known, who, being by me duly sworn, did depose and say that he/she resides at New York, New York; that he/she is a Vice President of JPMORGAN CHASE BANK, one of the parties described in and which executed the above instrument; that he/she knows the corporate seal of said JPMORGAN CHASE BANK; that the seal affixed to the said instrument is such corporate seal; that it was affixed by authority of the Board of Directors of said JPMORGAN CHASE BANK, and that he/she signed his/her name thereto by like authority.

[Notarial Seal]

/s/ Emily Fayan

Notary Public

Emily Fayan

Notary Public, State of New York

No. 24-473706

Qualified in Kings County

Certificate filed in New York County

Commission expires December 31, 2005

65

Exhibit A

(Form of Face of Book-Entry Note)

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

REGISTERED NO.	CUSIP NO.
Interest Rate:	Principal Amount: $
Issue Date:
Maturity Date:
Interest Payment Date(s):
Redemption Provisions:
Repayment Provisions:
Survivor’s Option:

A-1

JOHN HANCOCK LIFE INSURANCE COMPANY

[SIGNATURENOTES^SM]

For value received, JOHN HANCOCK LIFE INSURANCE COMPANY, a stock life insurance company duly organized and existing under the laws of the Commonwealth of Massachusetts (hereinafter called the “Company”), hereby promises to pay to Cede & Co., or registered assigns, at the office of                                 ,                             ,                     ,                             , the principal amount stated above on the Maturity Date stated above, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest thereon at the Interest Rate per annum stated above (on the basis of a 360 day year of twelve 30 day months), in like coin or currency, on the Interest Payment Date(s) set forth above and on the Maturity Date (or on the date of redemption or repayment by the Company prior to maturity pursuant to mandatory or optional redemption provisions, provisions for redemption by the Company upon a Determination of Tax Event, or the Survivor’s Option, in each case if provided in any Issuance Order or supplemental indenture applicable to this Note). The interest so payable on any Interest Payment Date will, subject to certain exceptions provided in the Indenture referred to below, be paid to the person in whose name this Note is registered (i) if such Interest Payment Date occurs on the 15^th day of a month, at the close of business on the first day (whether or not a Business Day) of the calendar month in which such Interest Payment Date occurs, (ii) if such Interest Payment Date occurs on the first day of a month, at the close of business on the 15^th day (whether or not a Business Day) of the calendar month preceding the month in which such Interest Payment Date occurs, or (iii) if such Interest Payment Date occurs on any day other than the first or 15^th day of the month, at the close of business on the 15^th day (whether or not a Business Day) preceding such Interest Payment Date; provided that, notwithstanding the foregoing clauses (i), (ii) and (iii), the Regular Record Date with respect to the final Interest Payment Date will be the final Interest Payment Date. At the option of the Company, interest may be paid by check to the registered holder hereof entitled thereto at his last address as it appears on the registry books, and principal may be paid by check to the registered holder hereof or other person entitled thereto against surrender of this Note.

Each payment of interest on a Note shall include accrued interest from and including the Issue Date or from and including the last day in respect of which interest has been paid (or duly provided for), as the case may be, to, but excluding, the Interest Payment Date or the day to which the principal hereof has been paid (or duly provided for), as the case may be.

Additional Amounts shall be payable if so provided in the Issuance Order or supplemental indenture applicable to this Note.

This Global Note is one of a duly authorized issue of Notes of the Company designated as its [SignatureNotes^SM] (hereinafter called the “Notes”), all issued or to be issued under and pursuant to an indenture dated as of June 15, 2002 (herein called the “Indenture”) duly executed by the Company to JPMorgan Chase Bank, Trustee (hereinafter, together with any successor thereto, called the “Trustee”), to which Indenture and all indentures supplemental thereto or Issuance Orders relating thereto, reference is hereby made for a description of the rights, duties and immunities thereunder of the Trustee and the rights thereunder of the holders of the Notes.

In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall

A-2

become, due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.

The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of all affected series or Tranches of Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or any supplemental indenture or modifying in any manner the rights of the holders of the Notes; provided, that no such supplemental indenture shall (i) change the fixed maturity of any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Note so affected or (ii) reduce the aforesaid percentage of Notes, the consent of the holders of which is required for any supplemental indenture, without the consent of the holders of all affected Notes then outstanding.

No reference herein to the Indenture and no provision of this Global Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Global Note at the places, at the respective times, at the rate, and in the coin or currency, herein prescribed.

Upon due presentment for registration of transfer of this Global Note at the office or agency of the Company in the Borough of Manhattan, the City of New York, a new Global Note for an equal aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Trustee may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Global Note shall be overdue), for the purpose of receiving payment of or on account of the principal hereof and (subject to Section 2.03 of the Indenture) interest hereon and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice to the contrary.

No recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Note, or because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such personal liability of every incorporator, stockholder, officer and director, as such, being expressly waived and released by the acceptance hereof and as a condition of and as part of the consideration for the issuance of this Global Note.

Under certain circumstances described in the Indenture, the Company will issue Notes in definitive form in exchange for the Global Notes. In such event, an owner of a beneficial interest in the Global Notes will be entitled to have Notes equal in aggregate

A-3

principal amount to such beneficial interests registered in its name and will be entitled to physical delivery of such Notes in definitive form. Notes so issued in definitive form will be issued as registered Notes without coupons in denominations of $1,000 or any amount in excess thereof that is an integral multiple of $l,000.

This Global Note shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of laws of such state.

Capitalized terms used herein without definition and which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture.

This Global Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Trustee under the Indenture.

WITNESS THE SEAL OF THE COMPANY AND THE SIGNATURE OF ITS DULY AUTHORIZED OFFICER.

	JOHN HANCOCK LIFE INSURANCE COMPANY
Date:	By:
		Title

[SEAL]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

THIS IS ONE OF THE NOTES DESCRIBED IN THE WITHIN-MENTIONED INDENTURE.

AS TRUSTEE

By:
	Authorized Officer

A-4

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

____________________________________________.

Please print or typewrite name and address including postal zip code of assignee:

the within Global Note of JOHN HANCOCK LIFE INSURANCE COMPANY and hereby does irrevocably constitute and appoint                                                      Attorney to transfer the said Global Note on the books of the within-mentioned Company, with full power of substitution in the premises.

Dated:                                             

SIGN HERE                                          NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS GLOBAL NOTE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

A-5

Exhibit B

Form of Issuance Order

ISSUANCE ORDER UNDER SECTION 2.01 AND OFFICER’S CERTIFICATE UNDER

SECTION 15.04

Date:

JPMorgan Chase Bank, as Trustee

450 West 33rd Street, 15th Floor

New York, NY 10001

Ladies and Gentlemen:

You are hereby directed to:

[circle (i) or (ii), as applicable]

(i) authenticate on the Issue Date set forth below the enclosed Note(s), which has or have been duly executed by an officer of the Company, pursuant to Sections 2.05 and 2.06 of the Indenture between you and John Hancock Life Insurance Company (the “Company”) dated June     , 2002, as amended (the “Indenture”);

or

(ii) authenticate and complete (based on the terms and conditions set forth below) on the Issue Date set forth below the Note or Notes of the Company to be issued pursuant to the Indenture, which Note or Notes has or have been duly executed by an officer of the Company pursuant to Sections 2.05 and 2.06 of the Indenture;

You are instructed to hold the Note(s), as so authenticated and (if applicable) completed, in custody pursuant to the Medium-Term Note Certificates Agreement between you and The Depository Trust Company dated December 2, 1988 and cause the Note(s) to be registered in the name of Cede & Co. Your responsibilities with respect to such Note(s) are more fully set forth in the Indenture and the Administrative Procedures set forth in Exhibit A to the Company Order dated                      delivered to you by the Company. Defined terms used in this Issuance Order and not otherwise defined shall have the meanings set forth in the Indenture.

The Note(s) issued pursuant to this Issuance Order is/are to be issued on the terms and conditions set forth below:

Aggregate Principal Amount to be issued pursuant to this Issuance Order:
Issue Date:	(SignatureNotes, unless otherwise indicated)
Designation of Series:	(None, unless otherwise indicated)

B-1

Limit on Aggregate Principal Amount:	____________________
Date on which Principal is Payable:	See attached Pricing Supplement
Interest Rate:	See attached Pricing Supplement
Date from which Interest Accrues:	____________________	(Date of issuance, unless otherwise indicated)
Interest Payment Date Frequency and First Payment Date:	See attached Pricing Supplement
Interest Payment Dates (if other than as provided in section 4.01 of indenture):	____________________	Leave blank, unless other than: (i) for monthly interest payment Notes, the 15th day of each calendar month commencing in the calendar month following the month in which the Note is issued; (ii) for quarterly interest
		payment Notes, the 15th day of each third month, commencing in the third calendar month following the month in which the Note is issued; (iii) for semi-annual interest payment Notes, the 15th day of each sixth month, commencing in the sixth calendar month following the month in which the Note is issued; or (iv) for annual interest payment Notes, the 15/th/ day of each twelfth month, commencing in the twelfth calendar month following the month in which the Note is issued. (first day of the calendar month in which Interest Payment Date occurs and, for the final Interest Payment Date, such Interest Payment Date, unless otherwise indicated)
Regular Record Date for Interest Payments:	____________________	(None, unless otherwise indicated)
Additional Places for Principal or Interest Payments:	____________________
Redemption at Company’s Option:	See attached Pricing Supplement	None, unless otherwise indicated)
Tax Event Redemption:	See attached Pricing Supplement	(None, unless otherwise indicated)
Mandatory Redemption or Purchase Survivor’s Option*:	See attached Pricing Supplement ____________________	(None, unless otherwise indicated) (Yes or No)

B-2

Survivor’s Option Blackout Period:	See attached Pricing Supplement	(One year, unless otherwise indicated)
Annual Put Limit:	See attached Pricing Supplement
Individual Put Limit:	See attached Pricing Supplement
Denominations other than $1000 and $1,000 multiples:	____________________
Portion of Principal Amount Payable Upon Acceleration of Maturity (if other than 100% of Principal Amount):	____________________	(Leave blank, unless other than 100% of principal amount, in which case insert formula)
Depositaries for the Note(s):	____________________	(Only if different than DTC)
Global Note(s) Initially Issuable in Temporary Form:	____________________	(No, unless otherwise indicated)
Conditions on Issuance of Notes in Definitive Form to Beneficial Owners:	____________________	(Inapplicable, unless (i) Global Notes and (ii) different to from Section 2.07 of indenture)
Limitations on Provisions for Defeasance or Covenant Defeasance of the Notes:	____________________	(If applicable)
Additional Provisions subject to Covenant Defeasance:	____________________	(If applicable)
Conditions to Issuance of Notes in Definitive Form:	____________________	(If applicable)

B-3

Issuance of Notes in Certified Form:	____________________	(No, unless otherwise indicated)
Trustee(s), depositor(y)(ies), authenticating or paying agent(s), registrar(s) or other agents if different from Indenture:	____________________	(If applicable)
Additional Amounts	____________________	(No, unless otherwise indicated)
Redemption Notice Requirements	____________________	(If different from 30-60 days prior to redemption date)

Any other terms of the series not described above:

* If a Zero Coupon Note, the repayment date for notes accepted for repayment pursuant to the exercise of the Survivor’s Option shall be no later than                             .

In connection with this Issuance Order the undersigned has read the Indenture, including the provisions of Section 2.06 and 2.01 and the definitions relating thereto, the applicable resolutions of the Board of Directors authorizing the issuance of the Notes and the attached Pricing Supplement. In the opinion of the undersigned, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not all conditions precedent provided in the Indenture relating to the establishment of the form and terms of a series or Tranche of Notes, as applicable to the Note(s) and to the authentication and delivery thereof under the Indenture have been complied with. In the opinion of the undersigned, all such conditions precedent have been complied with.

Very truly yours,

JOHN HANCOCK LIFE INSURANCE COMPANY

By:

ACKNOWLEDGED:

[TRUSTEE]

By:

Name:

Title:

B-4

THIS SUPPLEMENTAL INDENTURE dated as of January 16, 2003, between JOHN HANCOCK LIFE INSURANCE COMPANY, a stock life insurance company duly organized and existing under the laws of the Commonwealth of Massachusetts (hereinafter sometimes called the “Company”), and JPMORGAN CHASE BANK, a New York banking corporation, as trustee hereunder (the “Trustee”) supplements the Indenture dated as of June 15, 2002, between the parties hereto (“Indenture”). Capitalized terms used herein which are not defined shall have the meaning set forth in the Indenture.

WITNESSETH:

WHEREAS, the Company deems it necessary to issue from time to time for its lawful purposes its Notes and has duly authorized the execution and delivery of this Supplemental Indenture to provide for the issuance of Notes from time to time after the date hereof, which may bear floating rates of interest (“Floating Rate Notes”); and

WHEREAS, all acts and things necessary to constitute this Supplemental Indenture a valid agreement of the Company according to its terms, have been done and performed;

NOW, THEREFORE: In order to declare the additional terms and conditions upon which the Floating Rate Notes are issued and delivered, and in consideration of the premises, of the purchase and acceptance of the Floating Rate Notes by the holders thereof and of the sum of one dollar to it duly paid by the Trustee at the execution of these presents, the receipt whereof is hereby acknowledged, the Company covenants and agrees with the Trustee, for the equal and proportionate benefit of the respective holders from time to time of the Floating Rate Notes or, to the extent applicable, particular series or Tranches thereof, as follows:

1.    Interest Accrual and Payments. Interest on Floating Rate Notes will be payable in arrears on each Interest Payment Date and at Maturity. The dates specified in the applicable Issuance Order shall be the dates on which interest will be payable on Floating Rate Notes. If any Interest Payment Date on Floating Rate Notes, other than an Interest Payment Date at Maturity, is a day that is not a Business Day (or in the case of a Note having LIBOR as an Interest Rate Basis (as defined below) (a “LIBOR note”), a day that is not a London Business Day, as defined below), the Interest Payment Date will be postponed to the next succeeding day that is a Business Day (or in the case of a LIBOR note, a day that is the next succeeding London Business Day) and interest shall continue to accrue until paid or made available for payment. If the Maturity of a Floating Rate Note falls on a day that is not a Business Day (or in the case of a LIBOR note, a day that is the next succeeding London Business Day), the Company will make the required payment of principal and interest on the next succeeding Business Day (or in the case of a LIBOR note, a day that is the next succeeding London Business Day); however, no additional interest on such payment will accrue for the period from and after the date of Maturity. However, in the case of a LIBOR note only, if an Interest Payment Date or

payment at Maturity falls on a date that is not a London Business Day and the next London Business Day falls in the next calendar month, the payment date will be the immediately preceding day which is a London Business Day.

As used in this Supplemental Indenture, “London Business Day” means any day, other than a Saturday or Sunday, which is both a Business Day and a day on which dealings in deposits in U.S. Dollars are transacted in the London interbank market.

Interest payments on each $1,000 principal amount of Floating Rate Notes will equal the amount of interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or made available for payment, or from and including the applicable Issue Date if no interest has been paid or made available for payment, to but excluding the related Interest Payment Date or date of Maturity date, as the case may be.

With respect to each $1,000 principal amount of Floating Rate Notes, accrued interest is calculated by multiplying the principal amount by the applicable interest rate per annum, then prorating that product by the applicable Day Count Convention specified in the applicable Issuance Order. For example, in the case of Treasury Rate notes, if the applicable Day Count Convention is specified as “Actual/365 (Fixed),” then the product obtained by multiplying the principal amount by the applicable interest rate per annum would be multiplied, in turn, by the actual number of days in the applicable Interest Reset Period (as defined below) and then divided by 365. Unless otherwise specified in the applicable Issuance Order, the applicable Day Count Convention, as defined below, for Treasury Rate Floating Rate Notes will be “Actual/365 (Fixed)” and the applicable Day Count Convention for CD Rate, LIBOR and Prime Rate Floating Rate Notes will be “30/360.”

Unless a different definition is specified in a particular Issuance Order, the following “Day Count Conventions” shall have the following meanings:

(i) “Actual/365 (Fixed)” means the actual number of days in the applicable Interest Reset Period divided by 365;

(ii) “Actual/Actual (Historical)” means the actual number of days in the applicable Interest Reset Period divided by 365 (or, if any portion of the applicable Interest Reset Period falls in a leap year, the sum of (A) the actual number of days in that portion of the applicable Interest Reset Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the applicable Interest Reset Period falling in a non-leap year divided by 365);

(iii) “30/360” means the number of days in the applicable Interest Reset Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months (unless (a) the last day of the applicable Interest Reset Period is the 31st day of a month but the first day

2

of the applicable Interest Reset Period is a day other than the 30th or 31st day of a month, in which case the month that includes that last day shall not be considered to be shortened to a 30-day month, or (b) the last day of the applicable Interest Reset Period is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month)); and

(iv) “Actual/360” means the actual number of days in the applicable Interest Reset Period divided by 360.

If an Issuance Order specifies a Day Count Convention other than one defined above, that Issuance Order shall include the relevant definition.

2.    Interest Rates. Each $1,000 principal amount of Floating Rate Notes will bear interest from the applicable Issue Date at the applicable interest rates determined in accordance with the procedures described in this Supplemental Indenture and the applicable Issuance Order. Unless otherwise specified in the applicable Issuance Order, the interest rate in effect for the period from the Issue Date to but excluding the first Interest Payment Date will be the Initial Interest Rate set forth in the applicable Issuance Order. The interest rate will be reset on each Interest Reset Date, as defined below, commencing with the first Interest Reset Date. The interest rate determined on an Interest Reset Date will be effective for the Interest Reset Period, as defined below, commencing on (and including) that day and ending on (and including) the day immediately preceding the next following Interest Reset Date.

As reset on each Interest Reset Date, the interest rate borne by each $1,000 principal amount of Floating Rate Note shall be determined by reference to the Interest Rate Basis, as defined below, specified in the applicable Issuance Order, plus or minus the Spread, as defined below, specified in the applicable Issuance Order, subject to the Maximum Interest Rate and/or Minimum Interest Rate (if any), as defined below, specified in the applicable Issuance Order.

As used in this Supplemental Indenture, the “Interest Rate Basis” means, the CD Rate, LIBOR, the Prime Rate, or the Treasury Rate, each as defined below.

As used in this Supplemental Indenture, the “Spread” means the amount (if any) of basis points which is to be added to or subtracted from the Interest Rate Basis, as specified in the applicable Issuance Order.

3.    Interest Reset Periods and Interest Reset Dates. Each applicable Issuance Order will specify whether the rate of interest on the related Floating Rate Notes will be reset daily, weekly, monthly, quarterly, semi-annually, annually or at another interest reset period (the “Interest Reset Period”). Unless otherwise specified in the applicable Issuance Order, the Interest Reset Period for the related Floating Rate Notes shall be the period from and including the most recent Interest Payment Date to but excluding the immediately succeeding Interest Payment Date or Maturity Date, as the case may be.

3

The dates specified in the applicable Issuance Order under the heading “Interest Reset Dates” are the dates on which the interest rate will be reset, and each is referred to as an “Interest Reset Date”. If any Interest Reset Date for the Floating Rate Notes would otherwise be a day that is not a Business Day (or in the case of a LIBOR note, a day that is not a London Business Day), the applicable Interest Reset Date will be postponed to the next succeeding day that is a Business Day (or in the case of a LIBOR note, a day that is the next succeeding London Business Day). However, in the case of a LIBOR note only, if an Interest Reset Date is not a London Business Day and the next London Business Day falls in the next calendar month, the Interest Reset Date will be the immediately preceding day which is a London Business Day. Unless otherwise specified in the applicable Issuance Order, the Interest Reset Dates will be, in the case of Floating Rate Notes that reset:

(i) daily, each Business Day;

(ii) weekly, a Business Day in each week as specified in the applicable Issuance Order;

(iii) monthly, a Business Day in each month as specified in the applicable Issuance Order;

(iv) quarterly, a Business Day in each third month as specified in the applicable Issuance Order;

(v) semi-annually, a Business Day in each sixth month as specified in the applicable Issuance Order; and

(vi) annually, a Business Day in one month each year as specified in the applicable Issuance Order.

4.    Maximum and Minimum Interest Rates. The Issuance Order applicable to each tranche of Floating Rate Notes will specify whether or not the Notes of that tranche are subject to either a maximum interest rate (“Maximum Interest Rate”) or a minimum interest rate (“Minimum Interest Rate”). If either or both apply, the Issuance Order will specify the applicable maximum and/or minimum rates.

5.    Calculation Agent. Unless otherwise set forth in the applicable Issuance Order, JPMorgan Chase Bank will be the calculation agent and will determine the applicable interest rate for each Interest Reset Date. Upon the request of the holder of a Floating Rate Note, the calculation agent will provide the interest rate then in effect (when available). All determinations made by the calculation agent will be at the sole discretion of the calculation agent and, absent manifest error, will be conclusive for all purposes and binding on the Company, the Trustee and the beneficial owners of the Floating Rate Notes. All percentages resulting from any calculation on the Floating Rate Notes will be rounded to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards. For example, 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655). All dollar amounts used in or

4

resulting from this calculation will be rounded to the nearest cent with one-half cent being rounded upwards.

6.    Interest Rate Basis. Unless otherwise set forth in the applicable Issuance Order the Interest Rate Basis shall be one of the following:

A.    CD Rate. “CD Rate” means

(1) the rate reported for the second Business Day preceding the applicable Interest Reset Date for “CDs (secondary market)” having a maturity closest to the Index Maturity specified in the applicable Issuance Order, as published in the Federal Reserve Statistical Release H.15 Daily Update on the Interest Reset Date or if not published on such date then as published on a Business Day which is closest to, but not more than four (4) Business Days subsequent to, the Interest Reset Date, or

(2) if H.15 Daily Update is not published on the Interest Reset Date or on any of the four (4) Business Days immediately following the Interest Reset Date, the rate reported for the second Business Day preceding the applicable Interest Reset Date for “CDs (secondary market)” having a maturity closest to the Index Maturity specified in the applicable Issuance Order, as published in the Federal Reserve Statistical Release H.15(519) on the Interest Reset Date, or if not published on such date then as published on a Business Day which is closest to, but not more than five (5) Business Days subsequent to, the Interest Reset Date, or

(3) if the rate referred to in clause (2) is not published on the Interest Reset Date or on any of the five (5) Business Days immediately following the Interest Reset Date, the rate calculated by the calculation agent, as of approximately 3:30 P.M., New York City time, on the fifth Business Day following that Interest Reset Date as the arithmetic mean of the secondary market offered rates (on the fifth business day following that Interest Reset Date) of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in New York City selected by the calculation agent, for negotiable certificates of deposit of major United States money center banks of the highest credit standing (in the market for negotiable certificates of deposit) with a remaining maturity closest to the Index Maturity specified in the Issuance Order and in a denomination of $1,000,000, or

(4) if the dealers selected by the calculation agent are not quoting offered rates as mentioned in clause (3), the CD Rate already in effect on the day preceding the Interest Reset Date, or in the case of the first Interest Reset Date the initial interest rate set forth in the applicable Issuance Order minus the Spread, if any.

B.    LIBOR. “LIBOR” means

(1) the rate reported by the London interbank market as of 11:00 a.m. London time on the second London Business Day preceding the applicable Interest Reset

5

Date for deposits in U.S. dollars by prime banks for a period of time closest to the Index Maturity specified in the applicable Issuance Order, as published on page 3750 (or any successor page) of the Moneyline Telerate (or any successor service) display on the applicable Interest Reset Date, or if not published on such date then as published on a Business Day which is closest to, but not more than four (4) Business Days subsequent to, the Interest Reset Date, or as published at such times on any successor service or page used for the purpose of displaying the London interbank offered rates of major banks for U.S. dollar deposits, or

(2) if the rate referred to in clause (1) is not published on the Interest Reset Date or on any of the four London Business Days immediately following the Interest Reset Date, the rate reported as the “CLOSE/ASK/YIELD” for deposits in U.S. Dollars by prime banks as of the second London Business Day preceding the applicable Interest Reset Date for a period of time closest to the Index Maturity specified in the applicable Issuance Order, as published by the Bloomberg Financial Markets Service (or any successor service) on the Interest Reset Date or if not published on such date then as published on a London Business Day which is closest to, but not more than five (5) Business Days subsequent to, that Interest Reset Date, or

(3) if the rate referred to in clause (2) is not published on the Interest Reset Date or on any of the five (5) London Business Days immediately following the Interest Reset Date, the rate calculated by the calculation agent, as of approximately 11:00 A.M. New York City time on the sixth London Business Day following that Interest Reset Date, as the arithmetic mean of the rates for loans in U.S. dollars offered as of the close of business (London time) on the sixth Business Day following that Interest Reset Date by four banks selected by the calculation agent to prime banks in the London interbank market based on a principal amount equal to an amount that is representative of a single transaction in U.S. dollars in the market at the time for a term closest to the Index Maturity specified in the applicable Issuance Order, or

(4) if the banks selected by the calculation agent are not quoting as mentioned in clause (3), LIBOR already in effect on the day preceding the Interest Reset Date, or in the case of the first Interest Reset Date the initial interest rate set forth in the applicable Issuance Order minus the Spread, if any.

C.    Prime Rate. “Prime Rate” means

(1) the rate reported for the second Business Day preceding the applicable Interest Reset Date for a “Bank prime loan”, as published in the Federal Reserve Statistical Release H.15 Daily Update on the Interest Reset Date or if not published on such date then as published on a Business Day which is closest to, but not more than four (4) Business Days subsequent to, the Interest Reset Date, or

6

(2) if H.15 Daily Update is not published on the Interest Reset Date or on any of the four (4) Business Days immediately following the Interest Reset Date, the rate reported for the second Business Day preceding the applicable Interest Reset Date for a “Bank prime loan”, as published in the Federal Reserve Statistical Release H.15(519) on the Interest Reset Date, or if not published on such date then as published on a Business Day which is closest to, but not more than five (5) Business Days subsequent to, the Interest Reset Date, or

(3) if the rate referred to in clause (2) is not published on the Interest Reset Date or on any of the five (5) Business Days immediately following the Interest Reset Date, the rate reported on the fifth Business Day following that Interest Reset Date, as the “Bloomberg Prime” for the fifth Business Day following that Interest Reset Date appearing on the Bloomberg Financial Markets Service (or any successor service) screen page “Prime Rate By Top Banks” (or any successor page), or

(4) if the rate referred to in clause (3) is not published on the related Interest Reset Date or on any of the five (5) Business Days immediately following the Interest Reset Date, the rate calculated by the calculation agent, as of approximately 3:30 P.M. New York City time on the fifth Business Day following that Interest Reset Date, as the arithmetic mean of the prime rates quoted on the fifth Business Day following that Interest Reset Date by three major banks in New York City, which may include the calculation agent or its affiliates, selected by the calculation agent, or

(5) if the banks selected by the calculation agent are not quoting as mentioned in clause (4), the Prime Rate already in effect on the day preceding the Interest Reset Date, or in the case of the first Interest Reset Date, the initial interest rate set forth in the applicable Issuance Order minus the Spread, if any.

D.    Treasury Rate. “Treasury Rate” means:

(1) the Bond Equivalent Yield of the rate reported for the second Business Day preceding the applicable Interest Reset Date for “Treasury bills (secondary market)” having a maturity closest to the Index Maturity specified in the applicable Issuance Order, as published in the Federal Reserve Statistical Release H.15 Daily Update on the Interest Reset Date or if not published on such date then as published on a Business Day which is closest to, but not more than four (4) Business Days subsequent to, the Interest Reset Date, or

(2) if H.15 Daily Update is not published on the Interest Reset Date or on any of the four (4) Business Days immediately following the Interest Reset Date, the Bond Equivalent Yield of the daily rate reported for the second Business Day preceding the applicable Interest Reset Date for “Treasury bills (secondary market)” having a maturity closest to the Index

7

Maturity specified in the applicable Issuance Order, as published in the Federal Reserve Statistical Release H.15(519) on the Interest Reset Date, or if not published on such date then as published on a Business Day which is closest to, but not more than five (5) Business Days subsequent to, the Interest Reset Date, or

(3) if the rate referred to in clause (2) is not published on the Interest Reset Date or on any of the five (5) Business Days immediately following the Interest Reset Date, the rate from the auction most recently preceding the Interest Reset Date of direct obligations of the United States having a maturity closest to the Index Maturity specified in the applicable Issuance Order, as reported under the caption “INVESTMENT RATE” on the display on Moneyline Telerate or any successor service on page 56 or any other page as may replace page 56 on that service or page 57 or any other page as may replace page 57 on that service, or

(4) if the rate referred to in clause (3) is not published on the related Interest Reset Date or on any of the five (5) Business Days immediately following the Interest Reset Date, the rate calculated by the calculation agent, as of approximately 3:30 P.M., New York City time, on the fifth Business Day following that Interest Reset Date, as the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates (on that date) of three primary United States government securities dealers, which may include the calculation agent or its affiliates, selected by the calculation agent, for the issue of direct obligations of the United States (“Treasury Bills”) with a remaining maturity closest to the Index Maturity specified in the applicable Issuance Order, or

(5) if the dealers selected by the calculation agent are not quoting as mentioned in clause (4), the Treasury Rate already in effect on the day preceding the Interest Reset Date, or in the case of the first Interest Reset Date the initial interest rate set forth in the applicable Issuance Order minus the Spread, if any.

“Bond Equivalent Yield” means a yield calculated in accordance with the following formula and expressed as a percentage:

D x N

Bond Equivalent Yield = ———————— x 100

360-(D x M)

where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, “N” refers to 365 and “M” refers to the actual number of days in the applicable interest period.

8

“H.15(519)” means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System, available through the world-wide-web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/current or any successor site or publication.

“H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or any successor site or publication.

7.    Form of Floating Rate Notes. Exhibit A to the Indenture is hereby redesignated Exhibit A-1 and, except as otherwise provided in a Company Order, shall henceforth represent the form of Global Notes that are not a Floating Rate Note. A new Exhibit A-2 is hereby created and shall be added to the Indenture. Except as otherwise provided in a Company Order, Exhibit A-2 shall henceforth represent the form of Global Notes that constitute Floating Rate Notes. Exhibit A-2 to the Indenture shall be substantially in the form of Appendix A to this Supplemental Indenture.

8.    Other Terms and Conditions. Other terms and conditions of the Floating Rate Notes not included herein shall be governed and determined as set forth and provided for in the Indenture.

9.    Benefits of Supplemental Indenture Restricted to Parties and Holders. Nothing in this Supplemental Indenture or in the Notes, expressed or implied, shall give or be construed to give to any person, other than the parties hereto and their successors and the holders of the Notes, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the holders of the Notes.

10.    Provisions Binding on Company’s Successor. All the covenants, stipulations, promises and agreements in this Supplemental Indenture contained by or in behalf of the Company shall bind its successors and assigns, whether so expressed or not.

11.    Trust Indenture Act to Control. If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision included in this Supplemental Indenture by operation of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939 (an “incorporated provision”), such incorporated provision shall control.

12.    Execution in Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

13.    New York Contract. This Supplemental Indenture and each Note shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of said State, regardless of the

9

laws that might otherwise govern under applicable New York principles of conflicts of law and except as may otherwise be required by mandatory provisions of law.

14.    Severability of Provisions. Any prohibition, invalidity or unenforceability of any provision of this Supplemental Indenture in any jurisdiction shall not invalidate or render unenforceable the remaining provisions hereto in such jurisdiction and shall not invalidate or render unenforceable such provisions in any other jurisdiction.

15.    Ratification and Incorporation of Indenture. As supplemented hereby, the Indenture is in all respects ratified and confirmed and the Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument. The provisions of this Supplemental Indenture shall supersede the provisions of the Indenture to the extent the Indenture is inconsistent herewith.

16.    Trustee not Responsible for Recitals. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

JPMorgan Chase Bank hereby accepts the trusts in this Supplemental Indenture declared and provided, upon the terms and conditions hereinabove set forth.

10

IN WITNESS WHEREOF, JOHN HANCOCK LIFE INSURANCE COMPANY has caused this Supplemental Indenture to be signed by one of its Senior Vice Presidents or one of its Vice Presidents, and its corporate seal to be affixed hereunto, and the same to be attested by its Secretary or an Assistant Secretary; and JPMorgan Chase Bank has caused this Supplemental Indenture to be signed, and its corporate seal to be affixed hereunto, and the same to be attested by its duly authorized officers, all as of the day and year first above written.

[Corporate Seal]

	JOHN HANCOCK LIFE INSURANCE COMPANY
Attest:    /s/    ANTONIETTE RICCI	By:	/s/    RONALD J. MCHUGH
Antoniette Ricci Assistant Secretary		Name: Ronald J. McHugh Title:   Vice President

[Corporate Seal]

	JPMORGAN CHASE BANK, as Trustee
Attest:    /s/    WILLIAM G. KEENAN	By:	/s/    L. O’BRIEN
William G. Keenan Assistant Vice President		Name: L. O’Brien Title:   Vice President

11

APPENDIX A

Form of Floating Rate Note

Exhibit A-2

Form of Book-Entry Global Note

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

REGISTERED NO. ___________________________	CUSIP NO. _________________________________
Principal Amount: $____________________________	Interest Rate: Floating Rate Note ________________
Issue Date: ___________________________________	Initial Interest Rate: ___________________________
Maturity Date: ________________________________	Interest Reset Periods: _________________________
	___________________________________________
Interest Payment Date(s): _______________________	Interest Reset Dates: __________________________
____________________________________________	___________________________________________
____________________________________________	___________________________________________
Day Count Convention: ________________________	Interest Rate Basis: ___________________________
Redemption Provisions: ________________________	Index Maturity: ______________________________
____________________________________________
Repayment Provisions: ________________________	Spread: ____________________________________
____________________________________________
Survivor’s Option: ____________________________	Maximum Interest Rate: _______________________
	Minimum Interest Rate: _______________________

A-1

JOHN HANCOCK LIFE INSURANCE COMPANY

SIGNATURENOTES(^SM)

For value received, JOHN HANCOCK LIFE INSURANCE COMPANY, a stock life insurance company duly organized and existing under the laws of the Commonwealth of Massachusetts (hereinafter called the “Company”), hereby promises to pay to Cede & Co., or registered assigns, at the office of JPMorgan Chase Bank, New York, New York, the principal amount stated above on the Maturity Date stated above, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest thereon at the applicable Interest Rate per annum in like coin or currency, on the Interest Payment Date(s) set forth above and on the Maturity Date (or on the date of redemption or repayment by the Company prior to maturity pursuant to mandatory or optional redemption provisions, provisions for redemption by the Company upon a Determination of Tax Event, or the Survivor’s Option, in each case if provided in any Issuance Order or supplemental indenture applicable to this Note). The Initial Interest Rate shall be as stated above. JPMorgan Chase Bank will be the calculation agent and, commencing with the first Interest Reset Date, will determine the applicable Interest Rate for all Interest Reset Periods subsequent thereto. All determinations made by the calculation agent will be at the sole discretion of the calculation agent and, absent manifest error, will be conclusive for all purposes and binding on the Company and the beneficial owners of this Note. As reset on each Interest Reset Date, the Interest Rate shall be determined by reference to the Interest Rate Basis stated above, for the Index Maturity stated above, [plus/minus] the Spread stated above, [subject to a Maximum Interest Rate of [            ]% and a Minimum Interest Rate of [            ]%]. The interest payable on any Interest Payment Date will, subject to certain exceptions provided in the Indenture referred to below, be paid to the person in whose name this Note is registered (i) if such Interest Payment Date occurs on the 15^th day of a month, at the close of business on the first day (whether or not a Business Day) of the calendar month in which such Interest Payment Date occurs, (ii) if such Interest Payment Date occurs on the first day of a month, at the close of business on the 15^th day (whether or not a Business Day) of the calendar month preceding the month in which such Interest Payment Date occurs, or (iii) if such Interest Payment Date occurs on any day other than the first or 15^th day of the month, at the close of business on the 15^th day (whether or not a Business Day) preceding such Interest Payment Date; provided that, notwithstanding the foregoing clauses (i), (ii) and (iii), the Regular Record Date with respect to the final Interest Payment Date will be the final Interest Payment Date. At the option of the Company, interest may be paid by check to the registered holder hereof entitled thereto at his last address as it appears on the registry books, and principal may be paid by check to the registered holder hereof or other person entitled thereto against surrender of this Note.

Each payment of interest on a Note shall include accrued interest (calculated in accordance with the Day Count Convention stated above) from and including the Issue Date or from and including the last day in respect of which interest has been paid (or duly provided for), as the case may be, to, but excluding, the Interest Payment Date or the day to which the principal hereof has been paid (or duly provided for), as the case may be.

A-2

Additional Amounts shall be payable if so provided in the Issuance Order or supplemental indenture applicable to this Note.

This Global Note is one of a duly authorized issue of Notes of the Company designated as its SignatureNotes(^SM) (hereinafter called the “Notes”), all issued or to be issued under and pursuant to an indenture dated as of June 15, 2002, as amended, (herein called the “Indenture”) duly executed by the Company to JPMorgan Chase Bank, Trustee (hereinafter, together with any successor thereto, called the “Trustee”), to which Indenture and all indentures supplemental thereto or Issuance Orders relating thereto, reference is hereby made for a description of the rights, duties and immunities thereunder of the Trustee and the rights thereunder of the holders of the Notes.

In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.

The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of all affected series or Tranches of Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or any supplemental indenture or modifying in any manner the rights of the holders of the Notes; provided, that no such supplemental indenture shall (i) change the fixed maturity of any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Note so affected or (ii) reduce the aforesaid percentage of Notes, the consent of the holders of which is required for any supplemental indenture, without the consent of the holders of all affected Notes then outstanding.

No reference herein to the Indenture and no provision of this Global Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Global Note at the places, at the respective times, at the rate, and in the coin or currency, herein prescribed.

Upon due presentment for registration of transfer of this Global Note at the office or agency of the Company in the Borough of Manhattan, the City of New York, a new Global Note for an equal aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Trustee may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Global Note shall be overdue), for the purpose of receiving payment of or on account of the principal hereof and (subject to Section 2.03 of the Indenture) interest hereon and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice to the contrary.

A-3

No recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Note, or because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any past, present or future stockholder, officer or director, as such, of the company or of any successor corporation, either directly or through the Company or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such personal liability of every incorporator, stockholder, officer and director, as such, being expressly waived and released by the acceptance hereof and as a condition of and as part of the consideration for the issuance of this Global Note.

Under certain circumstances described in the Indenture, the Company will issue Notes in definitive form in exchange for the Global Notes. In such event, an owner of a beneficial interest in the Global Notes will be entitled to have Notes equal in aggregate principal amount to such beneficial interests registered in its name and will be entitled to physical delivery of such Notes in definitive form. Notes so issued in definitive form will be issued as registered Notes without coupons in denominations of $1,000 or any amount in excess thereof that is an integral multiple of $l,000.

This Global Note shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of laws of such state.

Capitalized terms used herein without definition and which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture.

This Global Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Trustee under the Indenture.

WITNESS THE SEAL OF THE COMPANY AND THE SIGNATURE OF ITS DULY AUTHORIZED OFFICER.

JOHN HANCOCK LIFE INSURANCE COMPANY

Date: _______________________________________ [SEAL] By: ______________________________________         Title

A-4

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

THIS IS ONE OF THE NOTES DESCRIBED IN THE WITHIN-MENTIONED INDENTURE.

JPMORGAN CHASE BANK, AS TRUSTEE

By: _________________________________

        Authorized Officer

A-5

ASSIGNMENT/TRANSFER FORM

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

__________________________________________________________________.

Please print or typewrite name and address including postal zip code of assignee:

_________________________________________________________________________________________

_________________________________________________________________________________________

the within Global Note of JOHN HANCOCK LIFE INSURANCE COMPANY and hereby does irrevocably constitute and appoint                          Attorney to transfer the said Global Note on the books of the within-mentioned Company, with full power of substitution in the premises.

Dated: ______________________________

SIGN HERE _____________________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS GLOBAL NOTE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

A-6

EX-4.(B)

Exhibit 4(b)

JOHN HANCOCK LIFE INSURANCE COMPANY

AND

JPMORGAN CHASE BANK, N.A.

as Trustee

SECOND SUPPLEMENTAL INDENTURE

dated as of                     , 2005

to

INDENTURE

dated as of June 15, 2002

SIGNATURENOTES^(SM)

^(SM)SERVICE MARK OF JOHN HANCOCK LIFE INSURANCE COMPANY

THIS SECOND SUPPLEMENTAL INDENTURE dated as of                     , 2005 (the “Second Supplemental Indenture”), between JOHN HANCOCK LIFE INSURANCE COMPANY, a stock life insurance company duly organized and existing under the laws of the Commonwealth of Massachusetts (hereinafter sometimes called the “Company”), and JPMORGAN CHASE BANK, N.A., a national banking association (formerly JPMorgan Chase Bank), as trustee hereunder (the “Trustee”), supplements the Indenture dated as of June 15, 2002 between the parties hereto (the “Base Indenture”), as previously supplemented by the Supplemental Indenture dated as of January 16, 2003 (the “First Supplemental Indenture” and, together with the Base Indenture and any further supplements from time to time executed and delivered in accordance with the terms of the Base Indenture, the “Indenture”). Capitalized terms used herein which are not defined shall have the meaning set forth in the Indenture.

WITNESSETH:

WHEREAS, Manulife Financial Corporation (the “Guarantor”) is the indirect owner of all of the Company’s outstanding stock;

WHEREAS, the Guarantor has executed a Subordinated New Notes Guarantee dated as of                     , 2005 (the “Subordinated New Notes Guarantee”) unconditionally guaranteeing the full and punctual payment when due of all amounts payable by the Company on all New Notes (defined below) that are issued subject to the Subordinated New Notes Guarantee;

WHEREAS, the Company deems it necessary to issue from time to time for its lawful purposes its Notes and has issued, and may issue from time to time, Notes which may bear floating or variable rates of interest based on changes in the Consumer Price Index (“CPI Notes”);

WHEREAS, the Company may issue from time to time Notes which may bear floating or variable rates of interest based on changes in commercial paper rates, CMT rates, or Federal Funds rates (such Notes, together with the CPI Notes, the “Additional Floating Rate Notes”);

WHEREAS, the Company has duly authorized the execution and delivery of this Second Supplemental Indenture to facilitate the implementation of the Subordinated New Notes Guarantee and to consolidate into the Indenture the terms applicable to all Floating Rate Notes, including the Additional Floating Rate Notes; and

WHEREAS, all acts and things necessary to constitute this Second Supplemental Indenture a valid agreement of the Company according to its terms, have been done and performed;

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NOW, THEREFORE: In order to specify certain matters relating to the Subordinated New Notes Guarantee and declare the terms and conditions upon which the Additional Floating Rate Notes are issued and delivered, and in consideration of the premises, of the purchase and acceptance of Additional Floating Rate Notes by the holders thereof and of the sum of one dollar to it duly paid by the Trustee at the execution of these presents, the receipt whereof is hereby acknowledged, the Company covenants and agrees with the Trustee, for the benefit, to the extent applicable, of the respective holders from time to time of the Notes or particular series or Tranches of the Notes, as follows:

ARTICLE 1

SUBORDINATED NEW NOTES GUARANTEE

Section 1.1. Amendments to Indenture Definitions. Section 1.01 of the Indenture is hereby amended by adding the following definitions:

“FIXED RATE NOTES: The term “Fixed Rate Notes” shall refer to Notes other than Floating Rate Notes.

FLOATING RATE NOTES: The term “Floating Rate Notes” shall refer to Notes which bear floating or variable rates of interest.

GUARANTOR: The term “Guarantor” shall mean Manulife Financial Corporation, as guarantor under the Subordinated New Notes Guarantee, or any successor thereto by law or in accordance with the terms of the Subordinated New Notes Guarantee.

NEW NOTES: The term “New Notes” shall refer to Notes issued on or after                     , 2005.

SUBORDINATED NEW NOTES GUARANTEE: The term “Subordinated New Notes Guarantee” shall mean the Subordinated New Notes Guarantee dated as of                     , 2005 from the Guarantor to the Trustee and the holders of New Notes issued subject to the guaranty provided thereby.”

Section 1.2. Subordinated New Notes Guarantee. Article Four of the Indenture is amended by inserting the following Section 4.05:

“SECTION 4.05. SUBORDINATED NEW NOTES GUARANTEE. Amounts payable by the Company on the New Notes or, with respect to the New Notes, under this Indenture shall be irrevocably and unconditionally guaranteed by the Guarantor as provided in the Subordinated New Notes Guarantee; provided that any New Notes issued

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subsequent to the receipt by the Trustee of notice from the Guarantor in accordance with the Subordinated New Notes Guarantee that the Subordinated New Notes Guarantee has been terminated with respect to subsequently-issued New Notes shall not be guaranteed by the Subordinated New Notes Guarantee.”

Section 1.3. Rights under Subordinated New Notes Guarantee. Section 6.02 of the Indenture is amended by inserting at the end thereof the following paragraph:

“Without limiting any of the Trustee’s rights hereunder or thereunder, in the case of an Event of Default the Trustee may in its discretion exercise its rights under the Subordinated New Notes Guarantee or take such action as the Trustee shall deem most effectual to enforce any of its rights or any of the Guarantor’s obligations under the Subordinated New Notes Guarantee. No amounts collected by the Trustee under the Subordinated New Notes Guarantee shall be applied to the payment of any Notes that are not subject to the Subordinated New Notes Guarantee.”

Section 1.4. Proceedings on Subordinated New Notes Guarantee. Section 6.04 of the Indenture is amended to read as follows:

“SECTION 6.04. PROCEEDINGS BY NOTEHOLDERS. No holder of any Note of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceedings at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder or, subject to the next paragraph, the Subordinated New Notes Guarantee, unless (a) such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore provided; (b) the holders of not less than twenty-five percent in aggregate principal amount of the Notes of such series then outstanding shall have made written request upon the Trustee to institute such action or proceedings in its own name as trustee hereunder; (c) such holder or holders shall have offered to the Trustee such indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby; (d) the Trustee for sixty days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceedings; and (e) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the taker and holder of every Note with every other taker and holder and the Trustee, that no one or more holders of Notes of any series, shall have any right in any manner whatever by virtue or by availing himself of any provision of this Indenture to affect, disturb or prejudice the rights of any other holder of Notes of such series, or to obtain or seek to obtain priority over or preference to any other such holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Notes of such series. For the protection and

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enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Notwithstanding any other provisions in this Indenture, however, the right of any holder of any Note to receive payment of the principal of and interest, premium and Additional Amounts, if any, on such Note (whether from the Company or, if such Note is subject to the Subordinated New Notes Guarantee, from the Guarantor), on or after the respective due dates expressed or provided for in such Note, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such holder. With respect to Discount Notes, principal shall mean the Amortized Face Amount thereof or such other amount as shall be due and payable as specified in the terms of the Notes.

Section 1.5. Discharge of Subordinated New Notes Guarantee. (a) Section 13.01 of the Indenture is amended by inserting at the end thereof the following sentence:

“If the Company, at its option, with respect to a series or Tranche of New Notes that is subject to the Subordinated New Notes Guarantee satisfies the conditions of this Section 13.01, then the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Subordinated New Notes Guarantee with respect to the New Notes of such series or Tranche and to have satisfied all the obligations under this Indenture relating to the New Notes of such series or Tranche and, upon such occurrence, upon request and at the expense of the Guarantor, the Trustee shall deliver to the Guarantor a proper instrument acknowledging the discharge of the Guarantor’s obligations under the Subordinated New Notes Guarantee with respect to the applicable series or Tranche of New Notes.

(b) Section 13.05 of the Indenture is amended by inserting at the end thereof the following sentence:

“If the Company, at its option, with respect to a series or Tranche of New Notes that is subject to the Subordinated New Notes Guarantee satisfies the conditions of this Section 13.05 for the deemed payment and discharge of the entire indebtedness on all outstanding New Notes of such series or Tranche, then the Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Subordinated New Notes Guarantee with respect to the New Notes of such series or Tranche and to have satisfied all the obligations under this Indenture relating to the New Notes of such series or Tranche and, upon such occurrence, upon request and at the expense of the Guarantor, the Trustee shall deliver to the Guarantor a proper instrument acknowledging the discharge of the Guarantor’s obligations under the Subordinated New Notes Guarantee with respect to the applicable series or Tranche of New Notes.”

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Section 1.6. Form of Notes. The form of Fixed Rate Notes set forth in Exhibit A of the Base Indenture and the form of Floating Rate Notes set forth in Appendix A of the First Supplemental Indenture are amended with respect to Fixed Rate Notes and Floating Rate Notes issued after the effective date of this Second Supplemental Indenture so as to conform to the forms attached as Appendix A-1 and A-2, respectively, of this Second Supplemental Indenture.

ARTICLE 2

ADDITIONAL FLOATING RATE NOTES

Section 2.1. Amendments Relating to Additional Floating Rate Notes. The First Supplemental Indenture is hereby amended as follows to provide for the issuance of Additional Floating Rate Notes:

(a) The first paragraph of Section 1 of the First Supplemental Indenture is amended to read as follows:

“Interest on Floating Rate Notes will be payable in arrears on each Interest Payment Date and at Maturity. The dates specified in the applicable Issuance Order shall be the dates on which interest will be payable on Floating Rate Notes. If any Interest Payment Date on Floating Rate Notes, other than an Interest Payment Date at Maturity, is a day that is not a Business Day (or in the case of a Note having LIBOR as an Interest Rate Basis (as defined below) (a “LIBOR note”), a day that is not a London Business Day, as defined below), the Interest Payment Date will be postponed to the next succeeding day that is a Business Day (or in the case of a LIBOR note, a day that is the next succeeding London Business Day) and, unless otherwise specified in the applicable Issuance Order, interest shall continue to accrue until paid or made available for payment. If the Maturity of a Floating Rate Note falls on a day that is not a Business Day (or in the case of a LIBOR note, a day that is the next succeeding London Business Day), the Company will make the required payment of principal and interest on the next succeeding Business Day (or in the case of a LIBOR note, a day that is the next succeeding London Business Day); however, no additional interest on such payment will accrue for the period from and after the date of Maturity. However, in the case of a LIBOR note only, if an Interest Payment Date or payment at Maturity falls on a date that is not a London Business Day and the next London Business Day falls in the next calendar month, the payment date will be the immediately preceding day which is a London Business Day.”

(b) The last sentence of the fourth paragraph of Section 1 of the First Supplemental Indenture is amended to read as follows:

“Unless otherwise specified in the applicable Issuance Order, the applicable Day Count Convention, as defined below, for Treasury Rate Floating Rate Notes will be

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“Actual/365 (Fixed)”, for CP Rate, Federal Funds Rate, LIBOR and Prime Rate Floating Rate Notes will be “Actual/360”, for CD Rate and CMT Rate Floating Rate Notes will be “Actual/Actual (Historical)” and for CPI Adjustment Rate Floating Rate Notes will be “30/360.”

(c) The third paragraph of Section 2 of the First Supplemental Indenture is amended to read as follows:

“As used in this Supplemental Indenture, the “Interest Rate Basis” means, the CD Rate, the CP Rate, the CMT Rate, the CPI Adjustment Rate, the Federal Funds Rate, LIBOR, the Prime Rate, or the Treasury Rate, each as defined below.”

(d) The second sentence of the second paragraph of Section 3 of the First Supplemental Indenture is amended to read as follows:

“If any Interest Reset Date for the Floating Rate Notes (other than CPI Adjustment Rate Floating Rate Notes) would otherwise be a day that is not a Business Day (or in the case of a LIBOR note, a day that is not a London Business Day), the applicable Interest Reset Date will be postponed to the next succeeding day that is a Business Day (or in the case of a LIBOR note, a day that is the next succeeding London Business Day); unless otherwise provided in the applicable Issuance Order, the specified Interest Reset Date for the CPI Adjustment Rate Floating Rate Notes shall be the Interest Reset Date irrespective of whether it is a Business Day.”

(e) Section 5 of the First Supplemental Indenture is amended to read as follows:

“5. Calculation Agent. Unless otherwise set forth in the applicable Issuance Order, JPMorgan Chase Bank, N.A. will be the calculation agent and will determine the applicable interest rate for each Interest Reset Date. Upon the request of the holder of a Floating Rate Note, the calculation agent will provide the interest rate then in effect (when available). All determinations made by the calculation agent will be at the sole discretion of the calculation agent and, absent manifest error, will be conclusive for all purposes and binding on the Company, the Trustee and the beneficial owners of the Floating Rate Notes. All percentages resulting from any calculation on the Floating Rate Notes (other than Floating Rate Notes bearing the CPI Adjustment Rate) will be rounded to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards. For example, 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655). All percentages resulting from any calculation on Floating Rate Notes bearing the CPI Adjustment Rate will be rounded to the nearest one hundredth of a percentage point, with five one-thousandths of a percentage point rounded upwards. For example, 9.876% (or .09876) would be rounded to 9.88% (or .0988). All dollar amounts used in or resulting from these calculations will be rounded to the nearest cent with one-half cent being rounded upwards.”

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(f) Section 6 of the First Supplemental Indenture is amended by inserting at the end thereof the following subsections E, F, G and H:

E. CMT Rate. “CMT Rate” means:

(1) the rate displayed on the Designated CMT Telerate Page (defined below) under the caption “. . . Treasury Constant Maturities . . . Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.,” under the column for the Designated CMT Maturity Index (defined below) for (a) the second Business Day preceding the applicable Interest Reset Date, if the Designated CMT Telerate Page is 7051, or (b) the week or the month, as applicable, ended immediately preceding the week in which the Interest Reset Date occurs, if the Designated CMT Telerate Page is 7052, or

(2) if the relevant information described in clause (1) is no longer published, or not published by 3:00 P.M., New York City time, on the Interest Reset Date, then the CMT Rate will be the Treasury Constant Maturity rate for the Designated CMT Maturity Index or other United States Treasury rate for the Designated CMT Maturity Index on the Interest Reset Date as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the calculation agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in the relevant H.15(519), or

(3) if the relevant information described in clause (2) is not provided by 3:00 P.M., New York City time, on the Interest Reset Date, then the calculation agent will determine the CMT Rate to be a yield to maturity, based on the arithmetic mean of the secondary market closing offer side prices as of approximately 3:30 P.M., New York City time, on the Interest Reset Date, reported, according to their written records, by three leading primary United States government securities dealers in New York City (the “Reference Dealers”), selected by the calculation agent as described in the following sentence. The calculation agent will select five Reference Dealers, after consultation with the Company, and will eliminate the highest quotation or, in the event of equality, one of the highest, and the lowest quotation or, in the event of equality, one of the lowest, for the most recently issued direct noncallable fixed rate obligations of the United States (“Treasury notes”) with an original maturity of approximately the Designated CMT Maturity Index and a remaining term to maturity of not less than that Designated CMT Maturity Index minus one year. If two Treasury notes with an original maturity as described above have remaining terms to maturity equally close to the Designated CMT Maturity Index, the quotes for the Treasury note with the shorter remaining term to maturity will be used. If the calculation agent cannot

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obtain three Treasury notes quotations, the calculation agent will determine the CMT Rate to be a yield to maturity based on the arithmetic mean of the secondary market offer side prices as of approximately 3:30 P.M., New York City time, on the Interest Reset Date of three Reference Dealers in New York City, selected using the same method described above, for Treasury notes with an original maturity equal to the number of years closest to but not less than the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated CMT Maturity Index and in an amount of at least $100,000,000. If three or four (and not five) of the Reference Dealers are quoting as described above, then the CMT Rate will be based on the arithmetic mean of the offer prices obtained and neither the highest nor the lowest of those quotes will be eliminated. If fewer than three Reference Dealers selected by the calculation agent are quoting as described above, the CMT Rate will remain the CMT Rate for the immediately preceding Interest Reset Period, or, in the case of the first Interest Reset Period, the initial interest rate set forth in the applicable Issuance Order minus the Spread (if any).

“Designated CMT Maturity Index” means the original period to maturity of the U.S. Treasury securities, which is either 1, 2, 3, 5, 7, 10, 20 or 30 years, specified in the applicable Issuance Order for which the CMT Rate will be calculated. If no maturity is specified in the applicable Issuance Order, the Designated CMT Maturity Index will be two years.

“Designated CMT Telerate Page” means the display on Moneyline Telerate, Inc., or any successor service, on the page designated in the applicable Issuance Order or any other page as may replace that page on that service for the purpose of displaying Treasury Constant Maturities as reported in H.15(519). If no page is specified in the applicable Issuance Order, the Designated CMT Telerate Page will be 7052, for the most recent week.

F. CP Rate. “CP Rate” means:

(1) the Money Market Yield, calculated as described below, of the rate reported for the second Business Day preceding the applicable Interest Reset Date for commercial paper having a maturity closest to the Index Maturity specified in the applicable Issuance Order, as that rate is published in the H.15 Daily Update under the heading “Commercial Paper—Nonfinancial” on the Interest Reset Date, or if not published on such date then as published on a Business Day which is closest to, but not more than four Business Days subsequent to, the Interest Reset Date, or

(2) if the above rate is not published on the Interest Reset Date or on any of the four Business Days immediately following the Interest Reset Date, the rate reported for the second Business Day preceding the applicable Interest

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Reset Date for commercial paper having a maturity closest to the Index Maturity specified in the applicable Issuance Order as published in the H.15(519) under the heading “Commercial Paper—Nonfinancial” on the Interest Reset Date, or if not published on such date then as published on a Business Day which is closest to, but not more than five Business Days subsequent to, the Interest Reset Date, or

(3) if the rate referred to in clause (2) is not published on the Interest Reset Date or on any of the five Business Days immediately following the Interest Reset Date, the rate calculated by the calculation agent, as of approximately 3:30 P.M., New York City time, on the fifth Business Day following that Interest Reset Date as the arithmetic mean of the secondary market offered rates as of 11:00 A.M., New York City time, on the fifth Business Day following that Interest Reset Date of three leading dealers of commercial paper in New York City selected by the calculation agent, for commercial paper (a) of the highest credit ratings from at least two nationally recognized statistical rating agencies and (b) with a remaining maturity closest to the Index Maturity specified in the applicable Issuance Order, or

(4) if the dealers selected by the calculation agent are not quoting as set forth in clause (3), the CP Rate will remain the rate already in effect on the day preceding Interest Reset Date, or, in the case of the first Interest Reset Period, the initial interest rate set forth in the applicable Issuance Order minus the Spread (if any).

“Money Market Yield” means the yield calculated in accordance with the following formula:

Money Market Yield =	D x 360 x 100
	360 - (D x M)

where “D” refers to the applicable per year rate for commercial paper quoted on a bank discount basis and expressed as a decimal and “M” refers to the actual number of days in the interest period for which interest is being calculated.

G. CPI Adjustment Rate. “CPI Adjustment Rate” or “Consumer Price Index Adjustment Rate” means:

(1) The percentage obtained by deducting CPIt-12 (defined below) from CPIt (defined below), and dividing the result by CPIt-12. “CPIt” means the Index Level reported on Bloomberg CPURNSA or any successor service by 3:00 PM on the seventh Business Day preceding the applicable Interest Reset Date (the “Interest Rate Determination Date”) as the non-seasonally adjusted

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U.S. City Average All Items Consumer Price Index for All Urban Consumers (“CPI”) published in the calendar month immediately preceding the applicable Interest Rate Determination Date by the Bureau of Labor Statistics of the U.S. Department of Labor (“BLS”) as the CPI for the second calendar month preceding the applicable Interest Rate Determination Date. “CPIt-12” means the Index Level of CPI for the calendar month that is 12 calendar months prior to the calendar month of the Index Level of CPI used for purposes of CPIt. If the CPI for the second calendar month preceding the applicable Interest Rate Determination Date is not reported on Bloomberg CPURNSA or any successor service by 3:00 PM on the applicable Interest Rate Determination Date, but has otherwise been published by the BLS, the calculation agent will determine the CPI as published by the BLS for such second calendar month preceding the applicable Interest Rate Determination Date using such other source as on its face, and after consultation with the Company, appears to accurately set forth the CPI, as published by the BLS. In calculating CPIt and CPIt-12 on the applicable Interest Rate Determination Date, the calculation agent will use the most recently available Index Level of the CPI for the applicable second month preceding the applicable Interest Rate Determination Date, even if such Index Level has been adjusted from a prior reported Index Level for the relevant month. However, if an Index Level of CPIt or CPIt-12 used by the calculation agent on any Interest Rate Determination Date to determine the interest rate on the notes (an “Initial CPI”) is subsequently revised by the BLS, the calculation agent will continue to use the Initial CPI, and the interest rate determined will not be revised. If the CPI is rebased to a different year or period, the base reference period for the purposes of calculations relating to the CPI Adjustment Rate will continue to be the 1982-1984 reference period as long as the 1982-1984 CPI continues to be published; or

(2) if, while Floating Rate Notes bearing interest at the CPI Adjustment Rate are outstanding, the CPI is discontinued or, in the opinion of the BLS, as evidenced by a public release, which opinion is concurred with by the Company, substantially altered, the applicable substitute index for such Floating Rate Notes will be that chosen by the Secretary of the Treasury for the Department of Treasury’s Inflation-Linked Treasuries as described at 62 Federal Register 846-874 (January 6, 1997), and the procedures described in (1) will be adapted by the calculation agent as directed by the Company in accordance with general market practice at the time for calculating an interest rate based on changes in such substitute index, provided that the procedure for determining the resulting interest rate is administratively acceptable to the calculation agent; or

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(3) if, while Floating Rate Notes bearing interest at the CPI Adjustment Rate are outstanding, the CPI is discontinued or, in the opinion of the BLS, as evidenced by a public release, which opinion is concurred with by the Company, substantially altered, and if at such time or thereafter no Inflation-Linked Treasuries are outstanding, at such time as no Inflation-Linked Treasuries are outstanding the applicable substitute index for such Floating Rate Notes will be determined by the calculation agent as directed by the Company in accordance with general market practice at the time, and the procedures described in (1) will be adapted by the calculation agent as directed by the Company in accordance with general market practice at the time for calculating an interest rate based on changes in such substitute index, provided that the procedure for determining the resulting interest rate is administratively acceptable to the calculation agent.

H. Federal Funds Rate. “Federal Funds Rate” means:

(1) the rate reported for the second Business Day preceding the applicable Interest Reset Date for Federal Funds as published in the H.15 Daily Update on the Interest Reset Date under the heading “Federal Funds/Effective Rate,” or if not published on such date then as published on a Business Day which is the closest to follow, but not more than four Business Days subsequent to, the Interest Reset Date, or

(2) if the rate referred to in clause (1) is not published on the Interest Reset Date or on any of the four Business Days immediately following the Interest Reset Date, the rate reported for the second Business Day preceding the applicable Interest Reset Date for Federal Funds as published in H.15(519) under the heading “Federal Funds (Effective)” as displayed on Moneyline Telerate, Inc., or any successor service, on page 120 or any other page as may replace the applicable page on that service, which is commonly referred to as “Telerate Page 120,”

(3) if the rate referred to in clause (2) is not published on the Interest Reset Date or on any of the five Business Days immediately following the Interest Reset Date, the rate calculated by the calculation agent, as of approximately 3:30 P.M., New York City time, on the fifth Business Day following that Interest Reset Date as the arithmetic mean of the rates for the last transaction in overnight Federal Funds by each of three leading brokers of federal funds transactions in New York City selected by the calculation agent, after consultation with the Company, on the fifth Business Day following that Interest Reset Date, or

(4) if the brokers selected by the calculation agent are not quoting as set forth in clause (3), the Federal Funds Rate will remain the rate already in effect

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on the day preceding the Interest Reset Date, or, in the case of the first Interest Reset Period, the initial interest rate set forth in the applicable Issuance Order minus the Spread (if any).

ARTICLE 3

MISCELLANEOUS

Section 3.1. Benefits of Second Supplemental Indenture Restricted to Parties and Holders. Nothing in this Second Supplemental Indenture or in the Notes, expressed or implied, shall give or be construed to give to any person, other than the parties hereto and their successors and the holders of the Notes, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the holders of the Notes.

Section 3.2. Provisions Binding on Company’s Successor. All the covenants, stipulations, promises and agreements in this Second Supplemental Indenture contained by or in behalf of the Company shall bind its successors and assigns, whether so expressed or not.

Section 3.3. Trust Indenture Act to Control. If and to the extent that any provision of this Second Supplemental Indenture limits, qualifies or conflicts with another provision included in this Second Supplemental Indenture by operation of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939 (an “incorporated provision”), such incorporated provision shall control.

Section 3.4. Execution in Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

Section 3.5. New York Contract. This Second Supplemental Indenture and each Note shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of said State, regardless of the laws that might otherwise govern under applicable New York principles of conflicts of law and except as may otherwise be required by mandatory provisions of law.

Section 3.6. Severability of Provisions. Any prohibition, invalidity or unenforceability of any provision of this Second Supplemental Indenture in any jurisdiction shall not invalidate or render unenforceable the remaining provisions hereto in such jurisdiction and shall not invalidate or render unenforceable such provisions in any other jurisdiction.

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Section 3.7. Ratification and Incorporation of Indenture. As supplemented hereby, the Indenture is in all respects ratified and confirmed and the Indenture and this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument. The provisions of this Second Supplemental Indenture shall supersede the provisions of the Indenture to the extent the Indenture is inconsistent herewith.

Section 3.8. Trustee not Responsible for Recitals. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture.

JPMorgan Chase Bank, N.A. hereby accepts the trusts in this Second Supplemental Indenture declared and provided, upon the terms and conditions hereinabove set forth.

IN WITNESS WHEREOF, JOHN HANCOCK LIFE INSURANCE COMPANY has caused this Second Supplemental Indenture to be signed by one of its Senior Vice Presidents or one of its Vice Presidents, and its corporate seal to be affixed hereunto, and the same to be attested by its Secretary or an Assistant Secretary; and JPMorgan Chase Bank, N.A. has caused this Second Supplemental Indenture to be signed, and its corporate seal to be affixed hereunto, and the same to be attested by its duly authorized officers, all as of the day and year first above written.

	JOHN HANCOCK LIFE INSURANCE COMPANY
[Corporate Seal]
	By:
Attest:	Name:
	Title:
	JPMORGAN CHASE BANK, N.A., as Trustee
[Corporate Seal]
	By:
Attest:	Name:
	Title:

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APPENDIX A-1

(Form of Book-Entry Fixed Rate Note)

Book-Entry Global Note

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

REGISTERED NO.	CUSIP NO.
Interest Rate:	Principal Amount: $
Issue Date:
Maturity Date:
Interest Payment Date(s):
Redemption Provisions:
Repayment Provisions:
Survivor’s Option:

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JOHN HANCOCK LIFE INSURANCE COMPANY

SIGNATURENOTES^(SM)

For value received, JOHN HANCOCK LIFE INSURANCE COMPANY, a stock life insurance company duly organized and existing under the laws of the Commonwealth of Massachusetts (hereinafter called the “Company”), hereby promises to pay to Cede & Co., or registered assigns, at the office of JPMorgan Chase Bank, N.A., New York, New York, the principal amount stated above on the Maturity Date stated above, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest thereon at the Interest Rate per annum stated above (on the basis of a 360 day year of twelve 30 day months), in like coin or currency, on the Interest Payment Date(s) set forth above and on the Maturity Date (or on the date of redemption or repayment by the Company prior to maturity pursuant to mandatory or optional redemption provisions, provisions for redemption by the Company upon a Determination of Tax Event, or the Survivor’s Option, in each case if provided in any Issuance Order or supplemental indenture applicable to this Note). The interest so payable on any Interest Payment Date will, subject to certain exceptions provided in the Indenture referred to below, be paid to the person in whose name this Note is registered (i) if such Interest Payment Date occurs on the 15^th day of a month, at the close of business on the first day (whether or not a Business Day) of the calendar month in which such Interest Payment Date occurs, (ii) if such Interest Payment Date occurs on the first day of a month, at the close of business on the 15^th day (whether or not a Business Day) of the calendar month preceding the month in which such Interest Payment Date occurs, or (iii) if such Interest Payment Date occurs on any day other than the first or 15^th day of the month, at the close of business on the 15^th day (whether or not a Business Day) preceding such Interest Payment Date; provided that, notwithstanding the foregoing clauses (i), (ii) and (iii), the Regular Record Date with respect to the final Interest Payment Date will be the final Interest Payment Date. At the option of the Company, interest may be paid by check to the registered holder hereof entitled thereto at his last address as it appears on the registry books, and principal may be paid by check to the registered holder hereof or other person entitled thereto against surrender of this Note.

Each payment of interest on a Note shall include accrued interest from and including the Issue Date or from and including the last day in respect of which interest has been paid (or duly provided for), as the case may be, to, but excluding, the Interest Payment Date or the day to which the principal hereof has been paid (or duly provided for), as the case may be.

Additional Amounts shall be payable if so provided in the Issuance Order or supplemental indenture applicable to this Note.

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This Global Note is one of a duly authorized issue of Notes of the Company designated as its SignatureNotes^(SM) (hereinafter called the “Notes”), all issued or to be issued under and pursuant to an indenture dated as of June 15, 2002 (herein called the “Indenture”) duly executed by the Company to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank), Trustee (hereinafter, together with any successor thereto, called the “Trustee”), to which Indenture and all indentures supplemental thereto or Issuance Orders relating thereto, reference is hereby made for a description of the rights, duties and immunities thereunder of the Trustee and the rights thereunder of the holders of the Notes.

In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.

The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of all affected series or Tranches of Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or any supplemental indenture or modifying in any manner the rights of the holders of the Notes; provided, that no such supplemental indenture shall (i) change the fixed maturity of any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Note so affected or (ii) reduce the aforesaid percentage of Notes, the consent of the holders of which is required for any supplemental indenture, without the consent of the holders of all affected Notes then outstanding.

No reference herein to the Indenture and no provision of this Global Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Global Note at the places, at the respective times, at the rate, and in the coin or currency, herein prescribed.

Upon due presentment for registration of transfer of this Global Note at the office or agency of the Company in the Borough of Manhattan, the City of New York, a new Global Note for an equal aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Trustee may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Global Note shall be overdue), for the purpose

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of receiving payment of or on account of the principal hereof and (subject to Section 2.03 of the Indenture) interest hereon and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice to the contrary.

No recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Note, or because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such personal liability of every incorporator, stockholder, officer and director, as such, being expressly waived and released by the acceptance hereof and as a condition of and as part of the consideration for the issuance of this Global Note.

Under certain circumstances described in the Indenture, the Company will issue Notes in definitive form in exchange for the Global Notes. In such event, an owner of a beneficial interest in the Global Notes will be entitled to have Notes equal in aggregate principal amount to such beneficial interests registered in its name and will be entitled to physical delivery of such Notes in definitive form. Notes so issued in definitive form will be issued as registered Notes without coupons in denominations of $1,000 or any amount in excess thereof that is an integral multiple of $l,000.

This Global Note shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of laws of such state.

Capitalized terms used herein without definition and which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture.

This Global Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Trustee under the Indenture.

WITNESS THE SEAL OF THE COMPANY AND THE SIGNATURE OF ITS DULY AUTHORIZED OFFICER.

	JOHN HANCOCK LIFE INSURANCE COMPANY
Date:	By:
		Title

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION

THIS IS ONE OF THE NOTES DESCRIBED IN THE WITHIN-MENTIONED INDENTURE.

JPMORGAN CHASE BANK, N.A., AS TRUSTEE
By:
	Authorized Officer

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[Include paragraph below only for New Notes issued subject to Subordinated New Notes Guarantee]

SUBORDINATED NEW NOTES GUARANTEE

Amounts payable by the Company on this Note are irrevocably and unconditionally guaranteed by Manulife Financial Corporation as provided in the Subordinated New Notes Guarantee dated as of                      from Manulife Financial Corporation to the Trustee and the holders of Notes issued subject to such guarantee.

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ASSIGNMENT/TRANSFER FORM

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

Please print or typewrite name and address including postal zip code of assignee:

the within Global Note of JOHN HANCOCK LIFE INSURANCE COMPANY and hereby does irrevocably constitute and appoint                                  Attorney to transfer the said Global Note on the books of the within-mentioned Company, with full power of substitution in the premises.

Dated:                     

SIGN HERE                                  NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS GLOBAL NOTE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

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APPENDIX A-2

(Form of Book-Entry Floating Rate Note)

Book-Entry Global Note

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

REGISTERED NO.	CUSIP NO.
Principal Amount:	Interest Rate: Floating Rate Note
Issue Date:	Initial Interest Rate:
Maturity Date:	Interest Reset Periods:
Interest Payment Date(s):	Interest Reset Dates:
Day Count Convention:	Interest Rate Basis:
Redemption Provisions:	Index Maturity:
Repayment Provisions:	Spread:
Survivor’s Option:	Maximum Interest Rate:
	Minimum Interest Rate:

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JOHN HANCOCK LIFE INSURANCE COMPANY

SIGNATURENOTES^(SM)

For value received, JOHN HANCOCK LIFE INSURANCE COMPANY, a stock life insurance company duly organized and existing under the laws of the Commonwealth of Massachusetts (hereinafter called the “Company”), hereby promises to pay to Cede & Co., or registered assigns, at the office of JPMorgan Chase Bank, N.A., New York, New York, the principal amount stated above on the Maturity Date stated above, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest thereon at the applicable Interest Rate per annum in like coin or currency, on the Interest Payment Date(s) set forth above and on the Maturity Date (or on the date of redemption or repayment by the Company prior to maturity pursuant to mandatory or optional redemption provisions, provisions for redemption by the Company upon a Determination of Tax Event, or the Survivor’s Option, in each case if provided in any Issuance Order or supplemental indenture applicable to this Note). The Initial Interest Rate shall be as stated above. JPMorgan Chase Bank, N.A. will be the calculation agent and, commencing with the first Interest Reset Date, will determine the applicable Interest Rate for all Interest Reset Periods subsequent thereto. All determinations made by the calculation agent will be at the sole discretion of the calculation agent and, absent manifest error, will be conclusive for all purposes and binding on the Company and the beneficial owners of this Note. As reset on each Interest Reset Date, the Interest Rate shall be determined by reference to the Interest Rate Basis stated above, for the Index Maturity stated above, plus the Spread stated above, subject to the Maximum Interest Rate stated above and the Minimum Interest Rate stated above. The interest payable on any Interest Payment Date will, subject to certain exceptions provided in the Indenture referred to below, be paid to the person in whose name this Note is registered (i) if such Interest Payment Date occurs on the 15^th day of a month, at the close of business on the first day (whether or not a Business Day) of the calendar month in which such Interest Payment Date occurs, (ii) if such Interest Payment Date occurs on the first day of a month, at the close of business on the 15^th day (whether or not a Business Day) of the calendar month preceding the month in which such Interest Payment Date occurs, or (iii) if such Interest Payment Date occurs on any day other than the first or 15^th day of the month, at the close of business on the 15^th day (whether or not a Business Day) preceding such Interest Payment Date; provided that, notwithstanding the foregoing clauses (i), (ii) and (iii), the Regular Record Date with respect to the final Interest Payment Date will be the final Interest Payment Date. At the option of the Company, interest may be paid by check to the registered holder hereof entitled thereto at his last address as it appears on the registry books, and principal may be paid by check to the registered holder hereof or other person entitled thereto against surrender of this Note.

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Each payment of interest on a Note shall include accrued interest (calculated in accordance with the Day Count Convention stated above) from and including the Issue Date or from and including the last day in respect of which interest has been paid (or duly provided for), as the case may be, to, but excluding, the Interest Payment Date or the day to which the principal hereof has been paid (or duly provided for), as the case may be.

Additional Amounts shall be payable if so provided in the Issuance Order or supplemental indenture applicable to this Note.

This Global Note is one of a duly authorized issue of Notes of the Company designated as its SignatureNotes^(SM) (hereinafter called the “Notes”), all issued or to be issued under and pursuant to an indenture dated as of June 15, 2002, as amended, (herein called the “Indenture”) duly executed by the Company to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank), Trustee (hereinafter, together with any successor thereto, called the “Trustee”), to which Indenture and all indentures supplemental thereto or Issuance Orders relating thereto, reference is hereby made for a description of the rights, duties and immunities thereunder of the Trustee and the rights thereunder of the holders of the Notes.

In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.

The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of all affected series or Tranches of Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or any supplemental indenture or modifying in any manner the rights of the holders of the Notes; provided, that no such supplemental indenture shall (i) change the fixed maturity of any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, without the consent of the holder of each Note so affected or (ii) reduce the aforesaid percentage of Notes, the consent of the holders of which is required for any supplemental indenture, without the consent of the holders of all affected Notes then outstanding.

No reference herein to the Indenture and no provision of this Global Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Global Note at the places, at the respective times, at the rate, and in the coin or currency, herein prescribed.

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Upon due presentment for registration of transfer of this Global Note at the office or agency of the Company in the Borough of Manhattan, the City of New York, a new Global Note for an equal aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Trustee may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Global Note shall be overdue), for the purpose of receiving payment of or on account of the principal hereof and (subject to Section 2.03 of the Indenture) interest hereon and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice to the contrary.

No recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Note, or because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such personal liability of every incorporator, stockholder, officer and director, as such, being expressly waived and released by the acceptance hereof and as a condition of and as part of the consideration for the issuance of this Global Note.

Under certain circumstances described in the Indenture, the Company will issue Notes in definitive form in exchange for the Global Notes. In such event, an owner of a beneficial interest in the Global Notes will be entitled to have Notes equal in aggregate principal amount to such beneficial interests registered in its name and will be entitled to physical delivery of such Notes in definitive form. Notes so issued in definitive form will be issued as registered Notes without coupons in denominations of $1,000 or any amount in excess thereof that is an integral multiple of $l,000.

This Global Note shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of laws of such state.

Capitalized terms used herein without definition and which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture.

This Global Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Trustee under the Indenture.

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WITNESS THE SEAL OF THE COMPANY AND THE SIGNATURE OF ITS DULY AUTHORIZED OFFICER.

	JOHN HANCOCK LIFE INSURANCE COMPANY
Date:	By:
		Title

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION

THIS IS ONE OF THE NOTES DESCRIBED IN THE WITHIN-MENTIONED INDENTURE.

JPMORGAN CHASE BANK, N.A., AS TRUSTEE
By:
	Authorized Officer

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[Include paragraph below only for New Notes issued subject to Subordinated New Notes Guarantee]

SUBORDINATED NEW NOTES GUARANTEE

Amounts payable by the Company on this Note are irrevocably and unconditionally guaranteed by Manulife Financial Corporation as provided in the Subordinated New Notes Guarantee dated as of                      from Manulife Financial Corporation to the Trustee and the holders of Notes issued subject to such guarantee.

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ASSIGNMENT/TRANSFER FORM

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

Please print or typewrite name and address including postal zip code of assignee:

the within Global Note of JOHN HANCOCK LIFE INSURANCE COMPANY and hereby does irrevocably constitute and appoint                                  Attorney to transfer the said Global Note on the books of the within-mentioned Company, with full power of substitution in the premises.

Dated:                     

SIGN HERE                                  NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS GLOBAL NOTE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

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EX-4.(D)

Exhibit 4(d)

SUBORDINATED NEW NOTE GUARANTEE

SUBORDINATED NEW NOTE GUARANTEE (the “Subordinated Guarantee”) dated as of                     , 2005, by MANULIFE FINANCIAL CORPORATION, a corporation organized under the laws of Canada (“MFC” or the “Guarantor”), in favor of the holders of certain notes or other evidence of indebtedness issued by John Hancock Life Insurance Company (“JHLICO”) on or after                     , 2005 [the effective date of the registration statement] under its so called SignatureNotes program (hereinafter referred to as the “New Notes”) and in favor of JPMORGAN CHASE BANK, N.A., as Trustee (the “Trustee”) under a certain Indenture between JHLICO and the Trustee dated as of June 15, 2002, as supplemented and amended, (the “Indenture”) for the benefit of the holders of the New Notes.

W I T N E S S E T H:

WHEREAS, JHLICO will from time to time on or after                     , 2005 [the effective date of the registration statement] issue New Notes; and

WHEREAS, the New Notes will be issued in one or more series in accordance with the Indenture; and

WHEREAS, the offer and sale of the New Notes will be registered under the Securities Act of 1933 by JHLICO and the issuance of this Subordinated Guarantee will be registered under the Securities Act of 1933 by the Guarantor; and

WHEREAS, this Subordinated Guarantee is intended to enable JHLICO to be exempt from filing certain periodic reports under the Securities Exchange Act of 1934 (“1934 Act”), which will relieve JHLICO of costs and inconvenience; and

WHEREAS, as the indirect owner of all of JHLICO’s outstanding stock, the Guarantor also will indirectly benefit from JHLICO’s exemption from reporting;

NOW, THEREFORE, in consideration of the premises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Guarantor hereby agrees as follows:

SECTION 1. Guarantee. The Guarantor hereby unconditionally and irrevocably guarantees, as principal and not merely as surety, the full and punctual payment when due of all amounts payable by JHLICO pursuant to or under the New Notes, as issued from time to time, or with respect to the New Notes, under the Indenture, to the Trustee

or any holder of the New Notes or to any successor, legatee, heir, or assignee of any such person, (all of the foregoing persons being referred to herein as “Payees”). Except as provided in the final sentence of Section 6 below, enforcement of this Subordinated Guarantee by the holders of the New Notes is to be in accordance with, and subject to, the procedures set forth in Section 6.04 of the Indenture governing enforcement of the New Notes. No reference to such Indenture and no provision of this Subordinated Guarantee or of such Indenture shall alter or impair the guarantees of the Guarantor, which are absolute and unconditional, of the full and punctual payment when due of all amounts payable by JHLICO pursuant to or under the New Notes or under the Indenture.

SECTION 2. Gross Up. All payments made by the Guarantor to any Payee under this Subordinated Guarantee shall be made in full, free of and without withholding or deduction for, or on account of, any present or future Canadian Taxes (as defined below) (other than Excluded Taxes, as defined below) unless the withholding or deduction of such taxes by the Guarantor is required by law or by the administration or interpretation of such law and provided that, if the Guarantor shall be required by law to deduct or withhold any Canadian Taxes (other than Excluded Taxes) from or in respect of any payment or sum payable to the Payees, the payment or sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional amounts payable under this Section) the Payee receives an amount equal to the sum it would have received if no deduction or withholding had been made (the “Guarantor Additional Amounts”), and the Guarantor shall pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law.

For the purposes of this Section, “Canadian Taxes” means “any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Government of Canada, or any province, territory or political subdivision thereof, or any authority therein or thereof having power to tax” and “Excluded Taxes” means any Canadian Taxes which are imposed on a Payee with respect to any New Note presented for payment: (a) by or on behalf of a Payee who is liable for such taxes, duties, assessments or governmental charges in respect of such New Note (i) by reason of his being a person with whom JHLICO or the Guarantor is not dealing at arm’s length for the purposes of the Income Tax Act (Canada), or (ii) by reason of his having a connection with Canada or any province or territory thereof other than the mere holding, use or ownership or deemed holding, use or ownership of such New Note; (b) by or on behalf of a Payee who would not be liable for or subject to such withholding or deduction by making a claim for exemption to the relevant tax authority; or (c) more than 10 days after the Relevant Date (as defined below) except to the extent that the Payee thereof would have been entitled to Guarantor Additional Amounts on presenting the same for payment on the last day of such period of 10 days. For the purposes of this Section, “Relevant

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Date” means whichever is the later of (a) the date on which such payment first becomes due, or (b) if the full amount of the moneys payable has not been received by the depository on or prior to such date, the date on which the full amount of such moneys shall have been so received, notice to that effect having been duly provided in accordance with the terms of the New Notes.

SECTION 3. Guarantee Absolute. The Guarantor agrees that this Subordinated Guarantee is a guarantee of payment and not of collection or collectibility, and that the obligations of the Guarantor hereunder shall be primary, absolute and unconditional and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of JHLICO under the Indenture or the New Notes, or by operation of law or otherwise;

(ii) any modification, amendment, supplement, endorsement or rider to the Indenture or the New Notes;

(iii) any change in the corporate existence, structure or ownership of JHLICO, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting JHLICO or its assets or any resulting release or discharge of any obligation of JHLICO contained in the Indenture or the New Notes;

(iv) the existence of any defense, claim, set-off or other rights which the Guarantor may have at any time against JHLICO, or any other person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim or with respect to obligations of the Guarantor other than obligations hereunder;

(v) any invalidity or unenforceability relating to or against JHLICO for any reason under the Indenture or the New Notes, or any provision of applicable law or regulation purporting to prohibit the payment by JHLICO of any amount payable by JHLICO under the Indenture or the New Notes; or

(vi) any other act or omission to act or delay of any kind by JHLICO or any other person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor’s obligations hereunder.

SECTION 4. Representations and Warranties. The Guarantor hereby represents and warrants that:

(a) Authorization; No Contravention. The execution, delivery and performance by the Guarantor of this Subordinated Guarantee is within the Guarantor’s powers,

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has been duly authorized by all necessary action, requires no action by or in respect of, or filing with, any governmental body, agency or official and does not contravene, or constitute a default under, any provision of applicable law or regulation, as amended from time to time, or the Letters Patent of Incorporation or by-laws of the Guarantor or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Guarantor or result in or require the creation or imposition of any lien on any asset of the Guarantor.

(b) Binding Effect. This Subordinated Guarantee constitutes a valid and binding agreement of the Guarantor.

SECTION 5. Reports. Guarantor shall file with the Trustee, and transmit to the registered holders of the New Notes, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act of 1939, as amended, at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the United States Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days after the same is so required to be filed with such Commission.

SECTION 6. Enforcement of Guarantee. Without limiting any other provision of this Subordinated Guarantee, in no event shall any Payee have any obligation to proceed against JHLICO or any other person or property before seeking satisfaction from the Guarantor. Any Payee may enforce the Subordinated Guarantee directly against the Guarantor, subject to no preconditions other than failure by JHLICO to pay when due any amount pursuant to or under any New Note.

SECTION 7. Waiver. Without limiting any other provision of this Subordinated Guarantee, the Guarantor hereby irrevocably waives promptness, diligence, or notice of acceptance hereof, presentment, demand, protest and any and all other notice not provided for herein and any requirement that at any time a Payee or any other person exhaust any right or take any action against JHLICO and any other circumstances whatsoever that might otherwise constitute a legal or equitable discharge, release or defense of the Guarantor or that might otherwise limit recourse against the Guarantor.

SECTION 8. Compliance with Regulation S-X. This Subordinated Guarantee shall be interpreted in such a manner that the Subordinated Guarantee will be “full and unconditional” as those words are used in Rule 3-10 of Regulation S-X of the United States Securities and Exchange Commission, and as they may be amended from time to time. Payees shall automatically have any additional rights and remedies against the Guarantor that may be necessary to yield that result.

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SECTION 9. No Waiver; Remedies. No failure on the part of a Payee to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 10. Continuing Guarantee; Reinstatement in Certain Circumstances. This Subordinated Guarantee is a continuing guarantee and the Guarantor’s obligations hereunder shall (i) remain in full force and effect until the indefeasible payment in full of all amounts payable by JHLICO pursuant to or under the New Notes, and (ii) be binding upon the Guarantor and its successors and assigns. If at any time any payment of any amount paid by JHLICO pursuant to or under the New Notes is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of JHLICO or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.

SECTION 11. Successor Guarantor. In the event of any amalgamation or consolidation by the Guarantor with or merger by the Guarantor into any other corporation or any transaction involving the transfer of all or substantially all of the Guarantor’s assets to any corporation or other entity and which as a matter of law or contract results in the successor corporation or entity becoming bound by or assuming the Guarantor’s obligations under this Subordinated Guarantee, such successor corporation or other entity formed by such amalgamation or consolidation or into which the Guarantor is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Subordinated Guarantee, with the same effect as if it had been named herein as the Guarantor, and thereafter, the predecessor corporation or entity shall be relieved of all obligations and covenants under this Subordinated Guarantee.

SECTION 12. Termination. The Guarantor may terminate this Subordinated Guarantee as it would apply to New Notes issued after the effective termination date (the “Termination Date”) by giving written notice to JHLICO and to the Trustee at least 14 days prior to the effective Termination Date specified in such notice. The termination of this Subordinated Guarantee with respect to New Notes to be issued after the effective Termination Date shall not in any way affect, modify, alter or amend the Guarantor’s continuing obligations with respect to New Notes issued and guaranteed hereunder prior to the effective Termination Date.

SECTION 13. Stay of Time Of Payment. Without limiting any other provision of this Subordinated Guarantee, if the time for payment of any amount payable by JHLICO under the Indenture or the New Notes is stayed upon the insolvency, bankruptcy or

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reorganization of JHLICO, all such amounts otherwise subject to payment under the terms of this Subordinated Guarantee shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Payee.

SECTION 14. Subordination. The obligations under this Subordinated Guarantee shall be unsecured obligations of the Guarantor, and shall be subordinated in right of payment in the event of bankruptcy, liquidation, dissolution, winding up or reorganization, or upon the acceleration of any senior indebtedness of the Guarantor and shall be subordinate in right of payment to the prior payment in full of all other obligations of the Guarantor except for other guarantees or obligations of the Guarantor which by their terms are designated as ranking equally in right of payment with or subordinate to this Subordinated Guarantee. This Subordinated Guarantee shall rank equally in right of payment with the Subordinated New MVA Guarantee issued by the Guarantor in favor of holders of annuity contracts issued by John Hancock Variable Life Insurance Company.

SECTION 15. Governing Law. This Subordinated Guarantee shall be governed by, and construed in accordance with, the substantive laws of the State of New York.

SECTION 16. Agent for Service; Submission to Jurisdiction: Waiver of Immunities. The Guarantor: (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed John Hancock Life Insurance Company of New York, 100 Summit Lake Drive, 2^nd Floor, Valhalla, New York 10595, as authorized agent for service (the “Agent for Service”) upon whom process may be served in any legal action or proceeding against it arising out of or in connection with this Subordinated Guarantee that may be instituted in any state or federal court located in the Borough of Manhattan, The City of New York, the State of New York (a “New York Court”); (ii) acknowledges that the Agent for Service has accepted such designation; and (iii) agrees that service of process upon the Agent for Service shall be deemed in every respect effective service of process upon the Guarantor in any such action or proceeding.

The Guarantor irrevocably: (i) agrees that any legal action or proceeding against it arising out of or in connection with this Subordinated Guarantee or for recognition or enforcement of any judgment rendered against it in connection with this Subordinated Guarantee may be brought in any New York Court; (ii) agrees that by execution and delivery of this Subordinated Guarantee, the Guarantor hereby irrevocably accepts and submits to the non-exclusive jurisdiction of any New York Court in personam, generally and unconditionally with respect to any such action or proceeding for itself and in respect of its property, assets and revenues; (iii) waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding brought in any New York Court and any claim that any such action or proceeding has been brought in an inconvenient forum.

6

SECTION 17. Severability. Any provision of this Subordinated Guarantee which is illegal, invalid, prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity, prohibition or unenforceability without invalidating the remaining provisions hereof and any such illegality, invalidity, prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 18. Entire Agreement. This Subordinated Guarantee embodies the entire undertaking of the Guarantor with respect to the subject matter hereof and supersedes any prior written or oral agreements and understandings relating to the subject matter hereof.

7

IN WITNESS WHEREOF, the Guarantor has caused this Subordinated Guarantee to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

MANULIFE FINANCIAL CORPORATION
By:
	Name:
	Title:

EX-5.(A)

Exhibit 5(a)

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, Massachusetts 02111

617 542 6000      

617 542 2241 fax

April 21, 2005

John Hancock Life Insurance Company

John Hancock Place

200 Clarendon Street

Boston, MA 02116

Re:  John Hancock Life Insurance Company Signature Notes^SM

Ladies and Gentlemen:

We have acted as counsel to John Hancock Life Insurance Company, a Massachusetts corporation (the “Company”), in connection with the preparation of a joint Registration Statement on Form F-3 (the “Registration Statement”) filed by Manulife Financial Corporation, a Canadian corporation and indirect parent of the Company (“Manulife”), and the Company with the Securities and Exchange Commission (the “Commission”) on April 21, 2005. The Registration Statement relates to (a) the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), of up to an aggregate of $2,500,000,000 in initial offering price of the Company’s Signature Notes^SM, which are medium term notes with maturities of twelve months or more from the date of issue (the “Notes”), and (b) the full and unconditional subordinated guarantee of the Company’s payment obligations under the Notes by Manulife. The Notes are to be (i) issued under an Indenture, dated as of June 15, 2002, as amended on January 16, 2003 (the”Indenture”), as supplemented by a Second Supplemental Indenture to be entered into by the Company and JPMorgan Chase Bank, N.A., as trustee (the “Second Supplemental Indenture”); (ii) sold pursuant to the terms of a Selling Agent Agreement to be entered into by the Company and the agents named therein (the “Selling Agent Agreement”); and (iii) guaranteed by Manulife pursuant to the terms of a Subordinated Guarantee to be executed by Manulife (the “Subordinated Guarantee”). The Indenture, the Second Supplemental Indenture, the Selling Agent Agreement and the Subordinated Guarantee are being filed as exhibits to the Registration Statement.

In connection with this opinion, we have examined (i) the Registration Statement; (ii) the Indenture; (iii) the Second Supplemental Indenture; (iv) the Selling Agent Agreement; (v) the Subordinated Guarantee; (vi) the Company’s Restated Articles of Organization, as currently in effect; (vii) the Company’s Amended and Restated Bylaws, as currently in effect; and (viii) resolutions adopted by the Board of Directors of the Company relating to the filing of the Registration Statement and related matters. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company, certificates of officers or other representatives of the Company, certificates of public officials and others, and such other agreements, documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

Members of our firm are admitted to the Bars of the Commonwealth of Massachusetts and the State of New York, and we do not express any opinion as to the laws of any jurisdictions other than the Commonwealth of Massachusetts and the State of New York. No opinion is expressed herein with respect to the qualification of the Notes under the securities or blue-sky laws of any state or any foreign jurisdiction. The Notes may be issued

Boston New York Reston Washington New Haven

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

John Hancock Life Insurance Company

April 21, 2005

Page 2

from time to time on a delayed or continuous basis, but this opinion is limited to the laws, including the rules and regulations thereunder, as in effect on the date hereof. We express no opinion with respect to any question of choice of law, choice of venue, or conflicts of laws.

Based upon and subject to the foregoing, we are of the opinion that, when the Second Supplemental Indenture, Selling Agent Agreement and Subordinated Guarantee are executed by the parties thereto and when each series of Notes has been issued and sold in accordance with the terms of the Indenture, the Second Supplemental Indenture and the Selling Agent Agreement, such Notes will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

The opinion set forth above is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy; (iv) we express no opinion concerning the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws; and (v) we express no opinion with respect to whether acceleration of any Notes may affect the ability to collect any portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon.

For purposes of the opinions rendered above, we have assumed that the Company will at all times in the future (i) be duly incorporated and validly existing as a corporation under the laws of the Commonwealth of Massachusetts and (ii) have the corporate power and authority to issue and sell the Notes. As of the date of this opinion, the Company is duly incorporated and validly existing as a corporation under the laws of the Commonwealth of Massachusetts and has the corporate power and authority to issue and sell the Notes.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this opinion under the caption “Legal Opinions” in the prospectus included therein. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

This opinion is furnished by us, as counsel to the Company, in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and, except as provided in the immediately preceding paragraph, is not to be used, circulated or quoted for any other purpose or otherwise referred to or relied upon by any other person without our express prior written consent.

Very truly yours,

/s/    MINTZ, LEVIN, COHN, FERRIS,

GLOVSKY AND POPEO, P.C.

Mintz, Levin, Cohn, Ferris,

Glovsky and Popeo, P.C.

Boston New York Reston Washington New Haven

EX-5.(B)

Exhibit 5(b)

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, Massachusetts 02111

617 542 6000      

617 542 2241 fax

April 21, 2005

Manulife Financial Corporation

200 Bloor Street East

Toronto, Ontario, Canada M4W 1E5

Re:  John Hancock Life Insurance Company SignatureNotes^SM

Ladies and Gentlemen:

We have acted as special United States legal counsel to Manulife Financial Corporation, a Canadian corporation (“Manulife”) and indirect parent of John Hancock Life Insurance Company, a Massachusetts corporation (the “Company”), for the sole purpose of rendering a legal opinion as to certain matters of United States law in connection with the joint Registration Statement on Form F-3 (the “Registration Statement”) filed by Manulife and the Company with the Securities and Exchange Commission (the “Commission”) on April 21, 2005. The Registration Statement relates to (a) the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), of up to an aggregate of $2,500,000,000 in initial offering price of the Company’s SignatureNotes^SM, which are medium term notes with maturities of twelve months or more from the date of issue (the “Notes”), and (b) the full and unconditional subordinated guarantee of the Company’s payment obligations under the Notes by Manulife. The Notes are to be (i) issued under an Indenture, dated as of June 15, 2002, as amended on January 16, 2003 (the “Indenture”), as supplemented by a Second Supplemental Indenture to be entered into by the Company and JPMorgan Chase Bank, N.A., as trustee (the “Second Supplemental Indenture”); (ii) sold pursuant to the terms of a Selling Agent Agreement to be entered into by the Company and the agents named therein (the “Selling Agent Agreement”); and (iii) guaranteed by Manulife pursuant to the terms of a Subordinated Guarantee to be executed by Manulife (the “Subordinated Guarantee”). The Indenture, the Second Supplemental Indenture, the Selling Agent Agreement and the Subordinated Guarantee are being filed as exhibits to the Registration Statement.

In connection with this opinion, we have examined (i) the Registration Statement; (ii) the Indenture; (iii) the Second Supplemental Indenture; (iv) the Selling Agent Agreement; (v) the Subordinated Guarantee and related matters. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of Manulife, certificates of officers or other representatives of Manulife, certificates of public officials and others, and such other agreements, documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

Members of our firm are admitted to the Bars of the Commonwealth of Massachusetts and the State of New York, and we do not express any opinion as to the laws of any jurisdictions other than the United States, the Commonwealth of Massachusetts and the State of New York. Insofar as the opinions expressed herein relate to matters governed by the laws of Canada, we have relied upon the opinion of Torys LLP, special legal counsel in Canada for Manulife, dated April 21, 2005, filed as Exhibit 5(c) to the Registration Statement (“Torys Opinion”). No opinion is expressed herein with respect to the qualification of the Subordinated Guarantee under the

Boston New York Reston Washington New Haven

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Manulife Financial Corporation

April 21, 2005

Page 2

securities or blue-sky laws of any state or any foreign jurisdiction. This opinion is limited to the laws, including the rules and regulations thereunder, as in effect on the date hereof. We express no opinion with respect to any question of choice of law, choice of venue, or conflicts of laws.

Based upon and subject to the foregoing, we are of the opinion that, when the Second Supplemental Indenture, Selling Agent Agreement and Subordinated Guarantee are executed by the parties thereto and when each series of Notes has been issued and sold in accordance with the terms of the Indenture, the Second Supplemental Indenture, the Selling Agent Agreement and the Subordinated Guarantee, Manulife’s obligations under the Subordinated Guarantee with respect to such Notes will constitute legal, valid and binding obligations of Manulife, enforceable against Manulife in accordance with the terms of the Subordinated Guarantee.

The opinion set forth above is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion concerning the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws.

For purposes of the opinions rendered above, we have assumed at or prior to the time of the delivery of the Notes, (i) the Board of Directors (or the relevant equivalent) of Manulife shall have duly approved, authorized and executed the Subordinated Guarantee and Indenture and such authorization shall not have been modified or rescinded; (ii) the Registration Statement shall have been declared effective and such effectiveness shall not have been terminated or rescinded; and (iii) there shall not have occurred any change in law affecting the validity or enforceability of the Subordinated Guarantee. We have also assumed that none of the terms of the Subordinated Guarantee, nor the issuance and delivery of such security, nor the compliance by Manulife with the terms of such Subordinated Guarantee will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon Manulife, or any restriction imposed by any court or governmental body having jurisdiction over Manulife.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this opinion under the caption “Legal Opinions” in the prospectus included therein. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

This opinion is furnished by us, as special United States legal counsel to Manulife, in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and, except as provided in the immediately preceding paragraph, is not to be used, circulated or quoted for any other purpose or otherwise referred to or relied upon by any other person without our express prior written consent, provided that Torys LLP may rely on this opinion in connection with the Torys Opinion.

Boston New York Reston Washington New Haven

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Manulife Financial Corporation

April 21, 2005

Page 3

Very truly yours,

/s/    MINTZ, LEVIN, COHN, FERRIS,

GLOVSKY AND POPEO, P.C

Mintz, Levin, Cohn, Ferris,

Glovsky and Popeo, P.C.

Boston New York Reston Washington New Haven

EX-5.(C)

Exhibit 5(c)

TORYS LLP

Suite 3000

79 Wellington St. W.

Box 270, TD Centre

Toronto, Ontario

M5K 1N2 Canada

tel 416.865.0040

fax 416.865.7380

www.torys.com   

April 21, 2005

Manulife Financial Corporation

200 Bloor Street East

Toronto, Ontario

Canada M4W 1E5

Dear Sirs/Mesdames:

Re: Guarantee of John Hancock Life Insurance Company SignatureNotes^SM

We act in Canada for Manulife Financial Corporation, a Canadian corporation (“MFC”) and indirect parent of John Hancock Life Insurance Company, a Massachusetts corporation (the “Company”). This opinion is being delivered to you in connection with the joint Registration Statement on Form F-3 (the “Registration Statement”) filed by MFC and the Company with the Securities and Exchange Commission (the “Commission”) on April 21, 2005. The Registration Statement relates to (a) the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), of up to an aggregate of $2,500,000,000 in initial offering price of the Company’s SignatureNotes^SM, which are medium term notes with maturities of twelve months or more from the date of issue (the “Notes”), and (b) the full and unconditional subordinated guarantee of the Company’s payment obligations under the Notes by MFC. The Notes are to be (i) issued under an Indenture, dated as of June 15, 2002, as amended on January 16, 2003 (the “Indenture”), as supplemented by a Second Supplemental Indenture to be entered into by the Company and JPMorgan Chase Bank, N.A., as trustee (the “Second Supplemental Indenture”); (ii) sold pursuant to the terms of a Selling Agent Agreement to be entered into by the Company and the agents named therein (the “Selling Agent Agreement”); and (iii) guaranteed by MFC pursuant to the terms of a Subordinated Guarantee to be executed by MFC (the “Subordinated Guarantee”). The Indenture, the Second Supplemental Indenture, the Selling Agent Agreement and the Subordinated Guarantee are being filed as exhibits to the Registration Statement.

As such counsel, we have participated in the preparation of (i) the portions of the Registration Statement relating to MFC and the Subordinated Guarantee, (ii) the Second Supplemental Indenture, (iii) the Selling Agent Agreement, and (iv) the Subordinated Guarantee; and we have reviewed the Indenture, and where applicable, we have examined executed copies of such documents.

We have made such investigations and examined originals or copies, certified or otherwise identified to our satisfaction, of such certificates of public officials and of such other certificates, documents and records as we have considered necessary or relevant for the purposes of the opinions hereinafter expressed, including, (i) MFC’s letters patent, as currently in effect, (ii) MFC’s by-laws, as currently in effect, (iii) resolutions adopted by the Board of Directors of MFC relating to the filing of the Registration Statement, authorization of the Subordinated Guarantee and related matters, (iv) a certificate of an officer of MFC as to certain factual matters (the “MFC Officer’s Certificate”), and (v) a certificate of confirmation dated April 20, 2005 (the “Certificate of Confirmation”) in respect of MFC pursuant to the Insurance Companies Act (Canada) (the “ICA”).

For the purposes of this opinion, we have assumed, with respect to all documents examined by us, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, telecopied or photostatic copies. We have also assumed that the Certificate of Confirmation continues to be accurate as of the date hereof. We have relied upon the certificates referred to above with respect to the accuracy of the factual matters contained therein; while we have not performed any independent check or verification of such factual matters, nothing has come to our attention during our participation with respect to the Registration Statement which leads us to believe such certificates are incorrect.

The Subordinated Guarantee is expressed to be governed by the laws of the State of New York (“New York Law”). We have not considered the legal effect of the terms of the Subordinated Guarantee under New York Law, we have made no investigation into such law as a basis for the opinions expressed herein and we do not express any opinion relating to the Subordinated Guarantee under New York law. This opinion is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein, including the rules and regulations thereunder, as in effect on the date hereof. Insofar as the opinions expressed herein relate to matters governed by the laws of the United States of America or the State of New York, we have relied upon the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., special legal counsel in the United States for MFC, dated April 21, 2005, filed as Exhibit 5(b) to the Registration Statement.

In giving the opinion in paragraph 1 as to the corporate existence of MFC, we have relied exclusively on the Certificate of Confirmation and MFC Officer’s Certificate.

The opinion set forth in paragraph 4 as to the enforceability of the Subordinated Guarantee is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other laws of general application affecting the enforcement of the rights and remedies of creditors generally; (ii) the availability of equitable remedies is in the discretion of a court of competent jurisdiction; (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy; (iv) we express no opinion concerning the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws; (v) we express no opinion as to the enforceability in any particular circumstance, of any provisions of the Subordinated Guarantee which provides for the severability of illegal or unenforceable provisions; and (vi) we express no opinion as to the enforceability of, nor as to the manner in which an Ontario court would interpret and apply, any provision of the Subordinated Guarantee which refers to, incorporates by reference, or requires compliance with, any law, statute, rule or regulation of the State of New York or of the United States of America.

Where an opinion is expressed to be to our knowledge, it is based solely on our current actual knowledge acquired after a review of our active files relating to MFC and consideration by those partners and associates of our firm who have been directly involved in this transaction or who are involved in other active files for MFC, but without further independent investigation or inquiry.

Based on and subject to the foregoing, we are of the opinion that:

1. MFC has been incorporated and is existing under the ICA.

2. MFC has the corporate power and capacity to enter into and perform its obligations under the Subordinated Guarantee.

3. The Subordinated Guarantee has been duly authorized by MFC.

4. If an action or proceeding were brought in a court of competent jurisdiction in the Province of Ontario (an “Ontario Court”) to enforce the Subordinated Guarantee and the Ontario Court were to apply the laws of Ontario to govern and interpret the Subordinated Guarantee (either because the Ontario Court finds that Ontario law is the proper law of the Subordinated Guarantee contrary to its express provisions which stipulate that it will be governed and interpreted by New York Law or because New York Law is not proven to the Ontario Court in such action), when the Second Supplemental Indenture, Selling Agent Agreement and Subordinated Guarantee are executed by the parties thereto and when each series of Notes has been issued and sold in accordance with the terms of the Indenture, the Second Supplemental Indenture, the Selling Agent Agreement and the

Subordinated Guarantee, MFC’s obligations under the Subordinated Guarantee with respect to such Notes would constitute legal, valid and binding obligations of MFC, enforceable against MFC in accordance with the terms of the Subordinated Guarantee.

5. The laws of the Province of Ontario and the federal laws of Canada applicable therein permit an action to be brought in an Ontario Court on a final and conclusive judgment in personam for a fixed sum of money of a State or Federal Court in the Borough of Manhattan, City and State of New York (a “New York Court”) that is subsisting and unsatisfied respecting the enforcement of the Subordinated Guarantee that is not impeachable as void or voidable under New York Law for a sum certain if: (a) such judgment was not obtained by fraud or in a manner contrary to natural justice and the enforcement thereof would not be inconsistent with public policy as such term is applied by an Ontario Court, or contrary to any order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada) in respect of certain judgments, laws and directives having effect on competition in Canada; (b) the enforcement of such judgment would not be contrary to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other laws of general application affecting the enforcement of the rights and remedies of creditors generally and does not constitute, directly or indirectly, the enforcement of foreign revenue, expropriatory or penal laws or other laws of a public nature; (c) the action to enforce such judgment is commenced within applicable limitation periods, except that under the Currency Act (Canada), an Ontario Court may only give judgment in Canadian dollars; (d) interest payable on the Notes is not characterized by an Ontario Court as interest payable at a criminal rate within the meaning of section 347 of the Criminal Code (Canada); (e) a court rendering such judgment had jurisdiction over MFC as recognized by the courts of the Province of Ontario (in our opinion, submission under the provisions of the Subordinated Guarantee to the non-exclusive jurisdiction of a New York Court will be sufficient for this purpose) and MFC was properly served in the action leading to such judgment; and (f) no new admissible evidence relevant to the action is discovered prior to rendering of judgment by the Ontario Court. Based on the facts of which we have knowledge, in our opinion, there are no reasons under the laws of the Province of Ontario or the federal laws of Canada applicable therein for avoiding recognition of judgments of a New York Court under the Subordinated Guarantee based on public policy, as that term is applied by an Ontario Court.

This opinion is furnished by us, as counsel in Canada to MFC, in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and, except as provided in the immediately following paragraph, is not to be used, circulated or quoted for any other purpose or otherwise referred to or relied upon by any other person without our express prior written consent, provided that Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. may rely on this opinion in connection with its opinion filed as Exhibit 5(b) to the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to this opinion under the captions “Legal Opinions” and “Enforcement of Judgments” and to the reference to our firm name under the caption “Enforcement of Judgments” in the prospectus filed as part of the Registration Statement for the registration of the Notes and Subordinated Guarantee. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required by the Securities Act.

Very truly yours,

/s/    Torys LLP

EX-8.(A)

Exhibit 8(a)

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, Massachusetts 02111

617 542 6000      

617 542 2241 fax

April 21, 2005

John Hancock Life Insurance Company

John Hancock Place

200 Clarendon Street

Boston, Massachusetts 02116

Re:  John Hancock Life Insurance Company SignatureNotes^SM

Ladies and Gentlemen:

At your request, we have examined the joint Registration Statement on Form F-3 (the “Registration Statement”), filed by Manulife Financial Corporation, a Canadian corporation (“Manulife”), and John Hancock Life Insurance Company, a Massachusetts corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on April 21, 2005. The Registration Statement relates to (a) the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, of up to an aggregate of $2,500,000,000 in initial offering price of the Company’s SignatureNotes^SM, which are medium term notes with maturities of twelve months or more from the date of issue (the “Notes”), and (b) the full and unconditional subordinated guarantee (“Guarantee”) of the Company’s payment obligations under the Notes by Manulife.

We have examined instruments, documents, and records that we deemed relevant and necessary for the basis of our opinion hereinafter expressed. Based on such examination, and subject to the following paragraph, the discussion in the Registration Statement under the heading “United States Federal Taxation,” subject to the limitations and qualifications described therein, constitutes our opinion as to the material United States federal income tax consequences of ownership and disposition of the Notes and Guarantees.

Our opinion is limited to the tax matters specifically covered under the heading “United States Federal Taxation” in the Registration Statement. We have not been asked to address, nor have we addressed, any other tax matters. In addition, as indicated in the Registration Statement, the discussion sets forth our opinion as to the material United States federal income tax consequences of the ownership and disposition of the Notes and Guarantees as applied to original holders purchasing the Notes and Guarantees at the issue price and holding the Notes and Guarantees as capital assets as defined in Section 1221 of the United States Internal Revenue Code of 1986, as amended. Holders are advised to consult their own tax advisors with regard to the application of the income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign tax jurisdiction.

We hereby consent to the reference to our name and our opinion under the headings “United States Federal Taxation” and “Legal Opinions” in the Registration Statement and the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/     MINTZ, LEVIN, COHN, FERRIS,

GLOVSKY AND POPEO, P.C.

Mintz, Levin, Cohn, Ferris,

Glovsky and Popeo, P.C.

Boston New York Reston Washington New Haven

EX-12.(A)

Exhibit 12(a)

JOHN HANCOCK LIFE INSURANCE COMPANY

CALCULATION OF EARNINGS TO FIXED CHARGES RATIOS

(Dollars in Millions)

(Including Interest Credited to Policyholders)

	For the Twelve Months Ended December 31,
	2004		2003		2002		2001		2000
Earnings (a):
Income before minority interest in consolidated subsidiaries, income or loss from equity investees and provision for income taxes	$	767.1	$	1,076.5	$	502.7	$	711.0	$	957.3
Add: fixed charges		1,415.1		1,489.3		1,506.8		1,591.2		1,567.3
Add: distributed income of equity investees		139.6		139.4		131.1		48.2		143.8
Less: preference security dividend requirements of consolidated subsidiaries		—		—		—		—		—
Earnings		2,321.8		2,705.2		2,140.6		2,350.4		2,668.4
Fixed charges:
Interest expensed and capitalized		142.7		88.6		55.1		59.0		62.6
Interest on element of rental		5.5		4.5		0.6		1.2		2.0
Preference security dividend requirements of consolidated subsidiaries		—		—		—		—		—
Interest credited to policyholders		1,266.9		1,396.2		1,451.1		1,531.0		1,502.7
Total fixed charges	$	1,415.1	$	1,489.3	$	1,506.8	$	1,591.2	$	1,567.3
Ratio of earnings to fixed charges		1.6		1.8		1.4		1.5		1.7

(a) For the purpose of calculating the ratio of earnings to fixed charges, “earnings” represent income before minority interest in consolidated subsidiaries, income or loss from equity investees and provision for income taxes, plus fixed charges and distributed income of equity investees, less preference security dividend requirements of consolidated subsidiaries. “Fixed charges” consist of interest expensed and capitalized, which includes amortization of premiums, discounts and capitalized expenses related to indebtedness, the portion of rental expense that management believes is representative of the interest component of lease expense, preference security dividend requirements of consolidated subsidiaries, and interest credited to policyholders.

1

JOHN HANCOCK LIFE INSURANCE COMPANY

CALCULATION OF EARNINGS TO FIXED CHARGES RATIOS

(Dollars in Millions)

(Continued)

(Excluding Interest Credited to Policyholders; Net of Interest Rate and Currency Swaps)

	For the Twelve Months Ended December 31,
	2004		2003		2002		2001		2000
Earnings (a):
Income before minority interest in consolidated subsidiaries, income or loss from equity investees and provision for income taxes	$	767.1	$	1,076.5	$	502.7	$	711.0	$	957.3
Add: fixed charges		123.7		67.8		33.4		50.0		63.2
Add: distributed income of equity investees		139.6		139.4		131.1		48.2		143.8
Less: preference security dividend requirements of consolidated subsidiaries		—		—		—		—		—
Earnings		1,030.4		1,283.7		667.2		809.2		1,164.3
Fixed charges:
Interest expensed and capitalized, net of interest rate and currency swaps related to debt issued for capital purposes		118.2		63.3		32.8		48.8		61.2
Interest on element of rental		5.5		4.5		0.6		1.2		2.0
Preference security dividend requirements of consolidated subsidiaries		—		—		—		—		—
Total fixed charges	$	123.7	$	67.8	$	33.4	$	50.0	$	63.2
Ratio of earnings to fixed charges		8.3		18.9		20.0		16.2		18.4

(a) For the purpose of calculating the ratio of earnings to fixed charges, “earnings” represent income before minority interest in consolidated subsidiaries, income or loss from equity investees and provision for income taxes, plus fixed charges and distributed income of equity investees, less preference security dividend requirements of consolidated subsidiaries. “Fixed charges” consist of interest expensed and capitalized, which includes amortization of premiums, discounts and capitalized expenses related to indebtedness, net of interest rate and currency swaps related to debt issued for capital purposes, the portion of rental expense that management believes is representative of the interest component of lease expense, and preference security dividend requirements of consolidated subsidiaries.

2

EX-12.(B)

Exhibit 12(b)

MANULIFE FINANCIAL CORPORATION

CALCULATION OF EARNINGS TO FIXED CHARGES RATIOS

(Canadian Dollars in Millions)

(Canadian GAAP)

	For the Twelve Months Ended December 31,
	2004		2003		2002		2001		2000
Earnings (a):
Income before minority interest in consolidated subsidiaries, income or loss from equity investees and provision for income taxes	$	3,383.6	$	1,862.7	$	1,742.4	$	1,355.7	$	1,167.6
Add: fixed charges		562.3		352.8		350.2		284.2		217.3
Add: distributed income of equity investees		122.9		4.8		3.4		2.1		1.9
Less: preference security dividend requirements of consolidated subsidiaries		134.0		125.4		132.6		69.1		62.6
Earnings		3,934.8		2,094.9		1,963.4		1,572.9		1,324.2
Fixed charges:
Interest expensed and capitalized		422.9		227.4		217.6		215.1		154.7
Interest on element of rental		5.4		—		—		—		—
Preference security dividend requirements of consolidated subsidiaries		134.0		125.4		132.6		69.1		62.6
Total fixed charges	$	562.3	$	352.8	$	350.2	$	284.2	$	217.3
Ratio of earnings to fixed charges		7.0		5.9		5.6		5.5		6.1

(a) For the purpose of calculating the ratio of earnings to fixed charges, “earnings” represent income before minority interest in consolidated subsidiaries, income or loss from equity investees and provision for income taxes, plus fixed charges and distributed income of equity investees, less preference security dividend requirements of consolidated subsidiaries. “Fixed charges” consist of interest expensed and capitalized, which includes amortization of premiums, discounts and capitalized expenses related to indebtedness, the portion of rental expense that management believes is representative of the interest component of lease expense, and preference security dividend requirements of consolidated subsidiaries.

1

MANULIFE FINANCIAL CORPORATION

CALCULATION OF EARNINGS TO FIXED CHARGES RATIOS

(Canadian Dollars in Millions)

(Continued)

(Including Interest Credited to Policyholders)

(U.S. GAAP)

	For the Twelve Months Ended December 31,
	2004		2003		2002		2001		2000
Earnings (a):
Income before minority interest in consolidated subsidiaries, income or loss from equity investees and provision for income taxes	$	3,361.3	$	1,916.6	$	1,306.7	$	1,270.9	$	2,191.6
Add: fixed charges		2,451.3		1,103.0		1,049.5		1,004.0		929.8
Add: distributed income of equity investees		122.9		4.8		3.4		2.1		1.9
Less: preference security dividend requirements of consolidated subsidiaries		133.9		125.4		132.6		69.1		62.6
Earnings		5,801.6		2,899.0		2,227.0		2,207.9		3,060.7
Fixed charges:
Interest expensed and capitalized		437.0		234.5		217.6		215.1		154.7
Interest on element of rental		5.4		—		—		—		—
Preference security dividend requirements of consolidated subsidiaries		133.9		125.4		132.6		69.1		62.6
Interest credited to policyholders		1,875.0		743.1		699.3		719.8		712.5
Total fixed charges	$	2,451.3	$	1,103.0	$	1,049.5	$	1,004.0	$	929.8
Ratio of earnings to fixed charges		2.4		2.6		2.1		2.2		3.3

(a) For the purpose of calculating the ratio of earnings to fixed charges, “earnings” represent income before minority interest in consolidated subsidiaries, income or loss from equity investees and provision for income taxes, plus fixed charges and distributed income of equity investees, less preference security dividend requirements of consolidated subsidiaries. “Fixed charges” consist of interest expensed and capitalized, which includes amortization of premiums, discounts and capitalized expenses related to indebtedness, the portion of rental expense that management believes is representative of the interest component of lease expense, preference security dividend requirements of consolidated subsidiaries, and interest credited to policyholders.

2

MANULIFE FINANCIAL CORPORATION

CALCULATION OF EARNINGS TO FIXED CHARGES RATIOS

(Canadian Dollars in Millions)

(Continued)

(Excluding Interest Credited to Policyholders; Net of Interest Rate and Currency Swaps)

(U.S. GAAP)

	For the Twelve Months Ended December 31,
	2004		2003		2002		2001		2000
Earnings (a):
Income before minority interest in consolidated subsidiaries, income or loss from equity investees and provision for income taxes	$	3,361.3	$	1,916.6	$	1,306.7	$	1,270.9	$	2,191.6
Add: fixed charges		538.3		332.1		322.1		264.9		214.5
Add: distributed income of equity investees		122.9		4.8		3.4		2.1		1.9
Less: preference security dividend requirements of consolidated subsidiaries		133.9		125.4		132.6		69.1		62.6
Earnings		3,888.6		2,128.1		1,499.6		1,468.8		2,345.4
Fixed charges:
Interest expensed and capitalized, net of interest rate and currency swaps related to debt issued for capital purposes		399.0		206.7		189.5		195.8		151.9
Interest on element of rental		5.4		—		—		—		—
Preference security dividend requirements of consolidated subsidiaries		133.9		125.4		132.6		69.1		62.6
Total fixed charges	$	538.3	$	332.1	$	322.1	$	264.9	$	214.5
Ratio of earnings to fixed charges		7.2		6.4		4.7		5.5		10.9

(a) For the purpose of calculating the ratio of earnings to fixed charges, “earnings” represent income before minority interest in consolidated subsidiaries, income or loss from equity investees and provision for income taxes, plus fixed charges and distributed income of equity investees, less preference security dividend requirements of consolidated subsidiaries. “Fixed charges” consist of interest expensed and capitalized, which includes amortization of premiums, discounts and capitalized expenses related to indebtedness, net of interest rate and currency swaps related to debt issued for capital purposes, the portion of rental expense that management believes is representative of the interest component of lease expense, and preference security dividend requirements of consolidated subsidiaries.

3

EX-23.(A)

Exhibit 23(a)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” in the Registration Statement on Form F-3 and the related Prospectus of John Hancock Life Insurance Company for the registration of John Hancock Life Insurance Company’s SignatureNotes and to the incorporation by reference therein of our report dated February 28, 2005, with respect to the consolidated financial statements and schedules of John Hancock Life Insurance Company included in John Hancock Life Insurance Company’s Annual Report (Form 10-K) for the year ended December 31, 2004, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Boston, Massachusetts

April 19, 2005

EX-23.(B)

Exhibit 23(b)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” in the Registration Statement on Form F-3 and the related Prospectus of Manulife Financial Corporation for the registration of the subordinated guarantee relating to John Hancock Life Insurance Company’s SignatureNotes and to the incorporation by reference therein of our report dated February 10, 2005 (except as to note 23(i) which is as of April 21, 2005), with respect to the consolidated financial statements of Manulife Financial Corporation as at December 31, 2004 and 2003 and for the years then ended, as amended, included in its First Amended Annual Report (Form 40-F/A) for the year ended December 31, 2004, filed with the Securities and Exchange Commission, and the incorporation by reference therein of our report dated February 5, 2004 (except as to note 16, which is as of September 14, 2004 and note 17(g) which is as of April 21, 2005), with respect to the consolidated financial statements of Manulife Financial Corporation as at December 31, 2003 and 2002 and for the years then ended, as amended, included in its Fourth Amended Annual Report (Form 40-F/A) for the year ended December 31, 2003, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Toronto, Ontario

April 21, 2005

EX-23.(C)

Exhibit 23(c)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” in the Registration Statement on Form F-3 (the “Registration Statement”) and the related Prospectus (the “Prospectus”) of Manulife Financial Corporation for the registration of the subordinated guarantee relating to John Hancock Life Insurance Company’s SignatureNotes and to (i) the incorporation by reference in Manulife Financial Corporation’s First Amended Annual Report for the year ended December 31, 2004 (Form 40-F/A) and Fourth Amended Annual Report for the year ended December 31, 2003 (Form 40-F/A) (which are incorporated by reference in the Registration Statement and the Prospectus) of our report dated February 25, 2004, with respect to the consolidated financial statements and schedules of John Hancock Financial Services, Inc. included in John Hancock Financial Services, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2003, filed with the Securities and Exchange Commission, and (ii) the incorporation by reference in the Registration Statement and Prospectus of our report dated February 28, 2005, with respect to the consolidated financial statements and schedules of John Hancock Life Insurance Company included in John Hancock Life Insurance Company’s Annual Report (Form 10-K) for the year ended December 31, 2004, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Boston, Massachusetts

April 19, 2005

EX-25.(A)

Exhibit 25(a)

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF

A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF

A TRUSTEE PURSUANT TO SECTION 305(b)(2)

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

	13-4994650
(State of incorporation if not a national bank)	(I.R.S. employer identification No.)

1111 Polaris Parkway Columbus, Ohio	43271
(Address of principal executive offices)	(Zip Code)

Thomas F. Godfrey

Vice President and Assistant General Counsel

JPMorgan Chase Bank, National Association

1 Chase Manhattan Plaza, 25^th Floor

New York, NY 10081

Tel: (212) 552-2192

(Name, address and telephone number of agent for service)

John Hancock Life Insurance Company

(Exact name of obligor as specified in its charter)

Massachusetts	04-1414660
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification No.)

John Hancock Place Boston, Massachusetts	02116
(Address of principal executive offices)	(Zip Code)

Manulife Financial Corporation

(Exact name of obligor as specified in its charter)

Canada	98-0361647
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification No.)

200 Bloor Street East Toronto, Ontario, Canada	M4W 1E5
(Address of principal executive offices)	(Zip Code)

SignatureNotes

Subordinated Guarantees of SignatureNotes

(Title of the indenture securities)

GENERAL

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency, Washington, D.C.

Board of Governors of the Federal Reserve System, Washington, D.C., 20551

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with the Obligor and Guarantors.

If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.

None.

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Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of Eligibility.

1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

2. A copy of the Certificate of Authority of the Comptroller of the Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

3. None, the authority of the trustee to exercise corporate trust powers being contained in the documents described in Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act. (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference).

7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, N.A., has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 21st day of April, 2005.

JPMORGAN CHASE BANK, N.A.
By	/s/ James D. Heaney
	James D. Heaney
	Vice President

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Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2

CONSOLIDATED REPORT OF CONDITION OF

JPMorgan Chase Bank, N.A.

of 270 Park Avenue, New York, New York 10017

and Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System,

at the close of business December 31, 2004, in

accordance with a call made by the Federal Reserve Bank of this

District pursuant to the provisions of the Federal Reserve Act.

		Dollar Amounts in Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	33,880
Interest-bearing balances			32,628
Securities:
Held to maturity securities			110
Available for sale securities			78,962
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			31,459
Securities purchased under agreements to resell			106,872
Loans and lease financing receivables:
Loans and leases held for sale			24,495
Loans and leases, net of unearned income	341,550
Less: Allowance for loan and lease losses	5,313
Loans and leases, net of unearned income and allowance			336,237
Trading Assets			236,768
Premises and fixed assets (including capitalized leases)			7,994
Other real estate owned			141
Investments in unconsolidated subsidiaries and associated companies			786
Customers’ liability to this bank on acceptances outstanding			471
Intangible assets:
Goodwill			23,120
Other intangible assets			9,871
Other assets			43,571
TOTAL ASSETS		$	967,365
LIABILITIES
Deposits:
In domestic offices		$	367,865
Noninterest-bearing	133,284
Interest-bearing	234,581
In foreign offices, Edge and Agreement subsidiaries and IBF’s			149,845
Noninterest-bearing	7,002
Interest-bearing	142,843
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			15,415
Securities sold under agreements to repurchase			71,311
Trading liabilities			140,576
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)			77,735
Bank’s liability on acceptances executed and outstanding			471
Subordinated notes and debentures			18,767
Other liabilities			43,384
TOTAL LIABILITIES			885,369
Minority Interest in consolidated subsidiaries			1,356
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,785
Surplus (exclude all surplus related to preferred stock)			58,290
Retained earnings			20,968
Accumulated other comprehensive income			(403	)
Other equity capital components			0
TOTAL EQUITY CAPITAL			80,640
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL		$	967,365

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

WILLIAM B. HARRISON, JR.	)
JAMES DIMON	)	DIRECTORS
MICHAEL J. CAVANAGH	)

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